S-4

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on March 13, 2014

Registration No. 333-          

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

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Nuveen Investments, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 6282
(Primary Standard Industrial
Classification Code Number) 36-3817266
(I.R.S. Employer
Identification Number)

333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

John L. MacCarthy
EVP, Secretary & General Counsel
Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Steven J. Gavin
Karen A. Weber
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)                        o

           Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer)             o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee(1)
9.125% Senior Notes due 2017	$500,000,000	100%	$500,000,000	$64,400
Guarantees of 91/8% Senior Notes due 2017(2)	N/A	N/A	N/A	N/A(3)
9.5% Senior Notes due 2020	$645,000,000	100%	$645,000,000	$83,076
Guarantees of 91/2% Senior Notes due 2020(2)	N/A	N/A	N/A	N/A(3)

(1)

Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

The entities listed on the Table of Additional Registrants on the following page have guaranteed the notes being registered hereby.

(3)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

        The address and telephone number of the principal executive office of each additional registrant is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700. The name, address and telephone number of the agent for service of each additional registrant is John L. MacCarthy, EVP, Secretary & General Counsel, Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Windy City Investments, Inc.	Delaware		6282		26-0373324
Nuveen Asset Management, LLC	Delaware		6282		27-4357327
Nuveen Commodities Asset Management, LLC	Delaware		6282		42-1683694
Nuveen Fund Advisors, LLC	Delaware		6282		31-0942504
Nuveen Investments Advisers Inc.	Delaware		6282		04-3714572
Nuveen Investments Holdings, Inc.	Delaware		6282		36-7364377
Nuveen NWQ Holdings, LLC	Delaware		6282		36-4709028
Nuveen Tradewinds Holdings, LLC	Delaware		6282		02-0767175
Nuveen WCM Holdings, LLC	Delaware		6282		37-1695518
NWQ Investment Management Company, LLC	Delaware		6282		47-0875103
Santa Barbara Asset Management, LLC	Delaware		6282		20-3432117
Symphony Asset Management LLC	California		6282		94-3252504
Tradewinds Global Investors, LLC	Delaware		6282		02-0767178
Winslow Capital Management, LLC	Delaware		6282		90-0860898

The information in this prospectus is not complete and may be changed. We may not issue the exchange notes in the exchange offers until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

Subject to Completion, dated March 13, 2014

Nuveen Investments, Inc.

Offers to Exchange

$500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 (the "exchange 2017 notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 9.125% Senior Notes due 2017 (the "outstanding 2017 notes"). The exchange 2017 notes and the outstanding 2017 notes are collectively referred to herein as the "2017 notes."

$645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "exchange 2020 notes" and together with the exchange 2017 notes, the "exchange notes"), which have been registered under the Securities Act, for any and all outstanding 9.5% Senior Notes due 2020 (the "outstanding 2020 notes" and, together with the outstanding 2017 notes, the "outstanding notes"). The exchange 2020 notes and the outstanding 2020 notes are collectively referred to herein as the "2020 notes" and the 2017 notes and the 2020 notes are collectively referred to herein as the "notes."

The exchange notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the exchange notes. The exchange notes will be fully and unconditionally guaranteed on an unsecured basis by our parent company, Windy City Investments, Inc., and each of our existing and future restricted subsidiaries that guarantee indebtedness under our senior secured credit facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness. Each exchange guarantee will be unsecured and will be subordinated in right of payment only to each guarantor's obligations under our senior secured credit facility and related hedging obligations and our other existing and future secured indebtedness. The exchange notes and the related exchange guarantees will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradeable exchange notes that have been registered under the Securities Act.

The Exchange Offers:

•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.

•

You may withdraw tenders of outstanding notes at any time prior to the expiration date of the applicable exchange offers.

•

The exchange offers expire at 5:00 p.m., New York City time, on                        , 2014, which is the 21^st business day after the date of this prospectus.

•

The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes.

•

The terms of the exchange notes will be identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the outstanding notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Results of the Exchange Offers:

•

The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

          All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in such outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

You should carefully consider the "Risk Factors" beginning on page 18 of this prospectus before participating in the exchange offers.

Each broker dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange offers, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale.

Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory authority, has approved or disapproved of the exchange notes to be distributed in the exchange offers nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                    , 2014

TABLE OF CONTENTS

	Page
Where You Can Find Additional Information		iii
Non-GAAP Financial Measures		iii
Market and Industry Data		iv
Trademarks		iv
Cautionary Note Regarding Forward-Looking Statements		iv
Summary		1
Risk Factors		18
Use of Proceeds		37
Capitalization		38
Selected Historical Consolidated Financial and Operating Data		39
Management's Discussion and Analysis of Financial Condition and Results of Operations		41
Business		73
Security Ownership of Certain Beneficial Owners and Management		88
Certain Relationships and Related Party Transactions		91
Description of Other Indebtedness		93
Description of Notes		99
Management		168
The Exchange Offers		191
Certain U.S. Federal Income Tax Considerations		202
Certain ERISA Considerations		203
Plan of Distribution		205
Legal Matters		206
Experts		206
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of the exchange notes and related exchange guarantees in any jurisdiction where the offer is not permitted. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after this date.

        We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 with respect to the exchange notes. This prospectus, which forms part of such registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the 2017 notes and the 2020 notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at www.sec.gov.

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        You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
Attention: General Counsel

        To obtain timely delivery, security holders must request this information no later than five business days before the date they must make their investment decision. Security holders must request this information by                        , 2014.

In making an investment decision, prospective investors must rely on their own examination of us and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors, as needed, to make its investment decision and to determine whether it is legally permitted to participate in the exchange offers under applicable legal investment or similar laws or regulations.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We and our guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantors and the exchange notes, reference is made to the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. A copy of the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the SEC's Public Reference Room at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the public reference room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

NON-GAAP FINANCIAL MEASURES

        EBITDA and Adjusted EBITDA, as presented in this prospectus, are supplemental measures of our performance that are not required by, and are not presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenues, net earnings (loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

        EBITDA is defined as net income (loss) attributable to Nuveen Investments, Inc. and its consolidated subsidiaries before net interest expense, income taxes (benefit), depreciation and amortization and income (expense) attributable to consolidated variable interest entities. We calculate Adjusted EBITDA by adjusting EBITDA as described in footnotes 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data." We believe presenting EBITDA and Adjusted EBITDA is useful to investors because it enables investors to evaluate how management views our businesses and because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. We also believe that the inclusion of the supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about certain covenants that we expect to be required to satisfy under our senior secured credit facility and the exchange notes offered hereby.

        Our EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

they do not reflect our cash expenditures or future requirements for capital commitments;

•

they do not reflect changes in, or cash requirements for, our working capital needs;

•

they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

they do not reflect any cash income taxes that we may be required to pay;

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•

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•

they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

•

assets are depreciated or amortized over differing estimated useful lives and often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements;

•

they do not reflect limitations on, or costs related to, transferring earnings from our subsidiaries to us; and

•

other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, our EBITDA and Adjusted EBITDA measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including under our senior secured credit facility and the exchange notes offered hereby. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures supplementally. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus for a description of our GAAP results. The footnotes describing adjustments to EBITDA included in this prospectus are unaudited. See footnotes 5, 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data" for a description of the calculations of EBITDA and Adjusted EBITDA.

MARKET AND INDUSTRY DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

TRADEMARKS

        This prospectus includes our trademarks such as "Nuveen Investments" which are protected under applicable intellectual property laws and are the property of Nuveen Investments, Inc. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, and other information that we make publicly available, may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable,"

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"expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions. Examples of forward-looking statements include, among others, statements regarding future results of operations, earnings, liquidity and cash flow, capital expenditures, industry or market conditions, assets under management flows, acquisitions, divestitures and restructurings, debt and ability to obtain additional financing or make payments, regulatory developments and product demand and pricing.

        Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others:

•

changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could have an adverse impact upon demand for our investment products and services or in the value of our assets under management;

•

the relative and absolute investment performance of our investment products and services;

•

the inability to access third-party distribution channels to market our investment products and services;

•

our inability to attract new talent or the loss of key employees, which may result in increased outflows of assets under management;

•

a change in the tax-exempt treatment of income from municipal bonds, which accounts for a substantial portion of our assets under management, because of, among other things, unfavorable changes in federal or state tax laws, adverse interpretations by the Internal Revenue Service (the "IRS") or state tax authorities or application of the federal alternative minimum tax, which could have an adverse effect upon demand for our municipal bond investment products and services and the value of our assets under management consisting of municipal bonds;

•

the impact of reductions in the fees we receive for the investment management services we provide as a result of increased competition or otherwise;

•

the impact of increased competition in the investment management industry;

•

the effect of our substantial amount of outstanding indebtedness, including the possibility that our business may not generate sufficient cash flow from operations, or that future borrowings may not be available in amounts sufficient, to fulfill our debt obligations or to fund our other liquidity needs;

•

the impact of a change in our asset mix to lower revenue generating assets;

•

the adverse effects of volatility and illiquidity in the municipal bond market;

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the impact of a decline in the market for our retail advisory, institutional, and structured products;

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our inability to realize the anticipated benefits of past acquisitions and/or the impact of future acquisitions or divestitures;

v

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our reliance on revenues from investment advisory contracts, which generally may be terminated on short or no notice and, with respect to closed-end and open-end funds, are also subject to annual renewal by the independent board of such funds;

•

our reliance on revenues from fees tied to mutual fund assets under management, which may be redeemed by investors at any time without prior notice;

•

the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could have an adverse effect upon demand for our investment products and services, the value of our assets under management or our tax position or that of our subsidiaries;

•

the impact of changes in generally accepted accounting principles;

•

the failure to comply with various governmental regulations, including foreign, federal and state securities laws, rules and regulations promulgated by certain governmental agencies, including the SEC and the Commodity Futures Trading Commission, and the rules of certain self-regulatory organizations, including the Financial Industry Regulatory Authority ("FINRA") and the National Futures Association;

•

the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act;

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the unfavorable resolution of legal proceedings involving the securities industry generally or us specifically;

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terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or us specifically;

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the impact of adverse public disclosure, failures to follow client guidelines and other matters that could harm our reputation;

•

exposure to international markets, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks; and

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the impact of any failure of our operating personnel and systems to perform effectively.

        These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in "Risk Factors" and elsewhere in this prospectus. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements.

        Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future developments or otherwise.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that may be important to you in making a decision to participate in the exchange offers. Before participating in the exchange offers, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included elsewhere in this prospectus. Unless the context suggests otherwise, references in this prospectus to "Nuveen Investments," the "Company," "we," "us" and "our" refer to Nuveen Investments, Inc., a Delaware corporation, together with its subsidiaries and predecessors. References to the "Issuer" refer to Nuveen Investments, Inc., exclusive of its subsidiaries. All references to years made in connection with our financial information or operating results are to years ended December 31, unless otherwise indicated.

Our Business

Our Company

        Founded in 1898, we are a leading provider of investment management and related services to individual and institutional investors. We market a wide range of specialized investment solutions which provide investors access to the capabilities of our boutique investment management affiliates, each of which has distinct investment processes and dedicated investment and research teams. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations.

        We offer investment management capabilities across a broadly diversified set of asset classes and investment strategies through our investment management affiliates, including national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. This broad diversification allows us to provide investment solutions for a wide range of investor needs and to offer products and services suited for various market environments.

        We provide investment management services through the investment products that we develop, market and distribute, including open-end mutual funds ("open-end funds" or "mutual funds"), closed-end funds ("closed-end funds"), managed accounts, collateralized loan/debt obligations ("CLO/CDOs"), commodity exchange-traded products, private funds, and Undertakings for Collective Investments in Transferable Securities funds ("UCITS funds"). We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors.

        We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

        Our seven independent, separately branded investment managers are: Nuveen Asset Management, LLC ("NAM"), providing investment solutions in multiple asset classes, from municipal and taxable fixed income to traditional and specialized equity; Symphony Asset Management LLC ("Symphony"), providing clients access to senior bank loans, high yield bonds, convertible bonds and equities, through long-short strategies, long-only strategies and structured products; NWQ Investment

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Management Company, LLC ("NWQ"), specializing in value style equities; Santa Barbara Asset Management, LLC ("Santa Barbara"), dedicated to dividend growth equities; Tradewinds Global Investors, LLC ("Tradewinds"), specializing in global and international equities; Winslow Capital Management, LLC ("Winslow Capital"), specializing in large-cap growth equities; and Gresham Investment Management LLC ("Gresham"), specializing in the management of diversified commodity investment portfolios using commodity futures and options.

        We present information regarding our assets under management in three categories of investment products and services: retail advisory, institutional, and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products, and private funds.

        We also present information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity, and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

        The charts below set forth our assets under management by product category and investment strategy as of December 31, 2013:

Net Assets Under Management by Investment Strategy	Net Assets Under Management by Product Category

Our Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

        Distinct, scalable, multi-boutique model with specialized investment managers.    Our distinct multi-boutique model combines seven high quality, independent and specialized investment managers. We provide scaled distribution, service, operations and administrative support to each of our investment teams through our centralized platform. This distinct model enables our investment teams to remain focused upon delivering sustained investment performance with an emphasis on institutional quality investment processes.

        High quality investment capabilities built around distinctive brands.    We possess a strong company-wide investment culture with seven specialized independent investment managers marketed

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through our NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham brands. We believe that the institutional quality investment processes underlying each of these brands has led to superior long-term investment returns relative to our competitors and the relevant benchmarks. For the one, three and five-year periods ending December 31, 2013, 56%, 64% and 76% of our mutual fund assets under management, respectively, were ranked in the top two Lipper Analytics quartiles based upon total returns. Further, as of December 31, 2013, 53, or 65%, of our 81 mutual funds eligible for a Morningstar rating were rated four or five stars by Morningstar in at least one mutual fund share class. We ranked 7th out of 790 fund families based on the number of mutual funds rated 5 stars by Morningstar. For our managed accounts, 64%, 68% and 75% of our assets under management performance exceeded benchmark for the one, three and five-year periods ending December 31, 2013.

        Strong distribution capabilities with long-standing relationships.    We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. We have long-standing, diversified relationships with major wirehouses, including Bank of America Merrill Lynch, Morgan Stanley Smith Barney, UBS and Wells Fargo, and sold investments products totaling over $5.5 billion through this channel in 2013. In addition, we believe we are well positioned with regional broker-dealers, through which we sold products totaling $12.1 billion during the same period, and have strong relationships with large institutional consultants and direct plan sponsors. We did not have any distributor relationships that represented more than 10% of our revenue in 2013.

        Recurring and diverse revenues and cash flows.    A significant portion of our revenues and cash flows have a high degree of stability, in large part due to our closed-end fund business, which generated 35% of our advisory fee revenues for 2013. Assets in closed-end funds are not subject to redemption by investors in the funds and generally consist of high quality, income producing assets such as municipal bonds, providing stability in assets under management. In addition, our asset class diversification and broad product offerings allow us to respond to changes in prevailing investor sentiment, which helps mitigate the impact of market volatility.

        Historically strong financial and operational performance across various market conditions.    From December 31, 2003 through December 31, 2013, our aggregate assets under management have grown at a 9% compound annual growth rate (including market appreciation), with organic growth at an 8% compound annual growth rate. Also, our advisory fee revenues increased at a compound annual growth rate of 10% from December 31, 2003 through December 31, 2013. Our Adjusted EBITDA margin for 2013 was 45.7%.

        Leadership positions in important market segments.    We are the largest provider of closed-end funds, with $54.8 billion in assets under management as of December 31, 2013. We have expanded our closed-end fund offerings beyond their traditional municipal bond foundation to include a broad range of asset classes, including floating rate debt, preferred securities, mortgage backed securities, Build America Bonds, equity income, real asset and energy MLP, among others. During the five years ended December 31, 2013, we successfully completed 17 new closed-end fund offerings totaling approximately $3.8 billion (excluding greenshoe proceeds and leverage), or approximately 8.9% of new issuance market share according to Morningstar Traded Fund Center. In addition, we are also the third largest provider of retail managed accounts, with approximately $36.5 billion of assets under management as of December 31, 2013, and continue to maintain a strong market share in the wirehouses while building on our relationships in the regional broker dealer and registered investment advisor channels. As of

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December 31, 2013, our share of industry retail managed account assets was approximately 4.9% according to Cerulli Associates.

        Culture of product innovation.    We have focused on developing a company-wide culture of product innovation to anticipate the needs of both intermediaries and investors. As of December 31, 2013, approximately 11% of our assets under management were in products and strategies we did not offer five years earlier, which does not include assets under management in the products and strategies offered by Winslow Capital, FAF Advisors, Inc. ("FAF Advisors") and Gresham at the time we acquired those businesses. In developing new products, we focus on developing new investment solutions for our clients, creating new packaging formats for existing strategies and leveraging capabilities across our different managers to construct multi-strategy products. We strive to maintain a robust new product pipeline that we believe will be highly attractive to investors, including mutual funds, managed account strategies, closed-end funds and other structured products, among others.

        Experienced and dedicated management team.    Our deep and seasoned management team has, on average, over 12 years of experience with our company and has an average of approximately 24 years of experience in the asset management industry. Their long term focus on developing our business in a financially disciplined manner has resulted in our company achieving strong financial results in recent periods. In addition, our management team has overseen the transformation of our company through investments in new products, services and distribution capabilities and through acquisitions, which have substantially expanded our product portfolio and distribution reach. They have developed what we believe is a distinct and scalable operating model that provides high quality support to our investment managers.

Our Business Strategies

        Our overall objective is to provide high quality investment services and expand our product offerings to allow us to successfully serve our clients, grow our business and deliver strong financial results. We are focused on delivering growth in assets under management and generating high free cash flow, while continuing to prudently invest in new opportunities and innovative strategies. We continue to pursue the following strategies to achieve this objective:

        Expand our open-end mutual fund business.    We have enjoyed strong success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by a compound annual growth rate (including market appreciation) of 28% since December 31, 2008. Since December 31, 2008, we have recorded $14 billion in positive net flows in our mutual funds. We plan to continue to expand and broaden our open-end mutual fund offerings by providing the initial capital, development and sales support for new products with a focus on equity and taxable fixed income offerings. We also plan to leverage our established distribution relationships by cross selling fund products to financial advisors who currently sell our other products. In addition, we offer share classes for distribution to 401(k) and other defined contribution plans. Our mutual fund business was expanded significantly as a result of our strategic combination with U.S. Bank National Association's FAF Advisors in 2010.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last several years and, as a result, we have grown our institutional assets under management by a compound annual growth rate of 12% since December 31, 2007. We intend to continue to develop new institutional product strategies and structures and to expand our institutional sales reach, including the development of international clients. Each of our investment management affiliates has a dedicated institutional sales and service team, which receives support from our shared distribution platform. Our acquisition of Gresham in December 2011 expanded our institutional business and product offerings.

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        Grow core closed-end fund and retail managed account businesses.    We continue to maintain our leadership position in closed-end funds by developing new and innovative offerings focusing on income oriented products, with particular emphasis on products that seek to deliver steady cash flow and potential market appreciation. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We continue to launch new and existing strategies from our investment teams onto the managed account platforms of the major wirehouses and regional broker-dealers. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

        Develop new areas of high quality investment specialization and enhance current platforms.    We believe we have a proven track record of identifying and growing high quality investment teams by leveraging the combination of the managers' strong investment capabilities with our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. As an example, the assets under management of Winslow Capital have grown to $37.7 billion as of December 31, 2013 from approximately $4.5 billion when we acquired Winslow Capital in December 2008. We are working with our investment teams to encourage expanding investment capabilities and developing new investment strategies from within their current capabilities. In addition, we continue to explore acquiring complementary investment capabilities. For example, we expanded our investment capabilities by acquiring Gresham, which specializes in the management of diversified commodity investment portfolios using commodity futures and options, in December 2011.

        Maintain and grow distribution and client relationships, including global expansion.    We will continue to focus on providing high quality service and support to the financial advisors at our distribution partners with our sales and service force of 191 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative based approach in serving our clients' needs. We intend to continue to serve the financial advisors and institutional consultants who recommend our products by providing them with wealth management education, practice management training and client relationship management technology. In addition, we will continue to use our established relationships with our clients, particularly retail high-net-worth advisors, to cross-sell products from our different investment teams. Finally, we are looking to expand globally by offering our strategies to foreign investors through institutional managed accounts and funds launched on our UCITS platform pursuant to the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation 2003.

Our History

        Our company is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. On June 19, 2007, Nuveen Investments entered into an agreement under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP"), on behalf of certain of its affiliated investment funds, agreed to acquire all of the outstanding shares of the Company. On November 13, 2007 (the closing date of the transaction), Windy City Investments Holdings, L.L.C. ("Holdings") acquired all of the outstanding capital stock of the Company for approximately $5.8 billion in cash. Holdings' equity interests were owned by investment funds affiliated with MDP and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. ("Parent") and Windy City Acquisition Corp. (the "Merger Sub") were corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition, Merger Sub merged with and into the Company, which was the surviving corporation and assumed the obligations of the Merger Sub by operation of law. The merger and the related financing transactions are collectively referred to in this prospectus as the "MDP Transactions." Immediately following the merger, Nuveen Investments became a wholly owned direct subsidiary of Parent and a wholly owned indirect subsidiary of Holdings.

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        MDP is a leading private equity investment firm based in Chicago, Illinois that has raised over $18 billion of equity capital. Since its formation in 1992, it has invested in approximately 125 companies across a broad spectrum of industries, including basic industries, business and government services, consumer, financial and transaction services, healthcare and telecom, media and technology services. MDP's objective is to invest in companies in partnership with outstanding management teams to achieve significant long-term appreciation in equity value.

Corporate Information

        Our principal executive offices are located at 333 West Wacker Drive, Chicago, Illinois 60606, and our telephone number is (312) 917-7700. Our website is located at http://www.nuveen.com. The information on our website is not part of this prospectus and is mentioned for reference purposes only.

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THE EXCHANGE OFFERS

The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus for a more detailed description of the notes.

General	On September 19, 2012 (the "issue date"), the Issuer issued in a private offering $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020.
	In connection with the private offerings, the Issuer and the guarantors of the outstanding notes entered into registration rights agreements with the initial purchasers pursuant to which they agreed, among other things, to:
	• file an exchange offer registration statement with the SEC within 18 months after the issue date;
	• use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC within 21 months after the issue date (or two years if reviewed by the SEC); and
	• use commercially reasonable efforts to consummate the exchange offers within 30 business days after the effectiveness of the exchange offer registration statement.
	You are entitled to exchange in the exchange offers your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:
	• the exchange notes have been registered under the Securities Act;
	• the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the applicable registration rights agreements; and
	• the additional interest provisions of the applicable registration rights agreements are not applicable.
The Exchange Offers	The Issuer is offering to exchange:
	• $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 which have been registered under the Securities Act for any and all of its existing 9.125% Senior Notes due 2017; and
	• $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 which have been registered under the Securities Act for any and all of its existing 9.5% Senior Notes due 2020.
	You may only exchange outstanding notes in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof.

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Resale	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
	Any holder of outstanding notes who:
	• is our affiliate;
	• does not acquire exchange notes in the ordinary course of its business; or
	• tenders its outstanding notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date	The exchange offers will expire at 5:00 p.m., New York City time, on                , 2014, which is the 21st business day after the date of this prospectus, unless extended by the Issuer. The Issuer does not currently intend to extend the expiration date.
Withdrawal	You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offers. The Issuer will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers.

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Interest on the exchange notes and the outstanding notes	The exchange notes will bear interest at their respective rate per annum set forth on the cover page of this prospectus from the most recent date to which interest has been paid on the outstanding notes. The interest will be payable semi-annually in cash in arrears on April 15 and October 15. No interest will be paid on outstanding notes following their acceptance for exchange.
Conditions to the Exchange Offers	The exchange offers are subject to customary conditions, which the Issuer may waive.
	See "The Exchange Offers—Conditions to the Exchange Offers."
Procedures for Tendering Outstanding Notes	If you wish to participate in the exchange offers, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
	If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• you are not our "affiliate" within the meaning of Rule 405 under the Securities Act or, if you are our affiliate, that you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;
	• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

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Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offers—Guaranteed Delivery Procedures."
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offers, the Issuer and the guarantors will have fulfilled certain covenants under the applicable registration rights agreements. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the applicable registration rights agreements. If you do not tender your outstanding notes in the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the applicable indentures, except the Issuer and the guarantors will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the applicable registration rights agreements. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for remaining outstanding notes that are not so tendered and exchanged could be adversely affected.

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Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, the Issuer and the guarantors do not currently anticipate that they will register the outstanding notes under the Securities Act.
Certain U.S. Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes in the exchange offers. See "Use of Proceeds."
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in this prospectus under "The Exchange Offers—Exchange Agent."

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THE EXCHANGE NOTES

The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the applicable registration rights agreements. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be governed by the same applicable indentures under which the outstanding notes were issued. The following summary is not intended to be a complete description of the terms of the exchange notes. For a more detailed description of the notes, see "Description of Notes."

Issuer	Nuveen Investments, Inc.
Notes Offered	$500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 (the "exchange 2017 notes") and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "exchange 2020 notes" and, together with the exchange 2017 notes, the "exchange notes").
Maturity	The exchange 2017 notes mature on October 15, 2017 and the exchange 2020 notes mature on October 15, 2020.
Interest	The exchange 2017 notes will accrue interest at a rate of 9.125% per annum and the exchange 2020 notes will accrue interest at a rate of 9.5% per annum.
	Interest on the exchange notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year.
Guarantees	The exchange notes will be fully and unconditionally guaranteed, jointly and severally, by Parent, and each of our existing and future restricted subsidiaries that guarantee indebtedness under our senior secured credit facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness (each, a "guarantor"). These guarantees are subject to release under certain circumstances. See "Description of Notes—Guarantees" and "Description of Notes—Certain Covenants—Additional Guarantees." Our obligations under our senior secured credit facility are guaranteed by Parent and each of our existing and future wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries).
Ranking	The exchange notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the exchange notes.

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	The related guarantees will be the guarantors' unsecured obligations and will be subordinated in right of payment to their obligations under our senior secured credit facility and related hedging obligations and our other existing and future secured indebtedness. Each guarantor's guarantee will rank senior in right of payment to any future indebtedness of such guarantor that is subordinated in right of payment to the guarantee.
	The exchange notes and related guarantees will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the exchange notes. Our non-guarantor subsidiaries had aggregate net operating revenues of $87.5 million (excluding $120.3 million in intercompany revenue) for the year ended December 31, 2013, and at December 31, 2013, had total assets and total liabilities of $695 million and $25 million, respectively.
	As of December 31, 2013, we and the guarantors had approximately $4.5 billion of total indebtedness outstanding, of which approximately $3.1 billion was secured indebtedness and none of which would have been subordinated to the exchange notes or the related guarantees.
Optional Redemption	We may redeem the exchange 2017 notes, in whole or in part, at any time prior to October 15, 2014 and the exchange 2020 notes, in whole or in part, at any time prior to October 15, 2016, in each case, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest plus the applicable make-whole premium described under "Description of Notes—Optional Redemption." We may redeem the exchange 2017 notes, in whole or in part, at any time on or after October 15, 2014 and the exchange 2020 notes, in whole or in part, at any time on or after October 15, 2016, in each case, at the applicable redemption prices listed under "Description of Notes—Optional Redemption."
Optional Redemption After Equity Offerings	At any time on or prior to October 15, 2014 with respect to the exchange 2017 notes and October 15, 2015 with respect to the exchange 2020 notes, we may, at our option, choose to redeem up to 35% of the then outstanding exchange 2017 notes or exchange 2020 notes, as the case may be, with net cash proceeds from one or more equity offerings, so long as:
	• we pay 109.125% of the face amount of any such exchange 2017 notes and 109.5% of the face amount of any such exchange 2020 notes, in each case, plus accrued and unpaid interest;

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	• we redeem such exchange notes within 90 days of completing the equity offering; and
	• at least 65% of the aggregate principal amount of outstanding notes originally issued remains outstanding afterwards.
Change of Control Offer	Upon the occurrence of certain change of control events you will have the right, as a holder of the exchange notes, to require us to purchase some or all of your exchange notes at 101% of the principal amount thereof, plus accrued and unpaid interest. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indentures governing the exchange notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	• incur additional indebtedness;
	• make certain distributions, investments and other restricted payments;
	• dispose of our assets;
	• grant liens on our assets;
	• engage in transactions with affiliates; and
	• merge or consolidate or transfer substantially all of our assets.
	These covenants are subject to a number of important exceptions and qualifications. In addition, certain of these covenants will cease to apply to the exchange notes for so long as the exchange notes have investment grade ratings from both Moody's Investor Service, Inc. and Standard & Poor's Rating Group. See "Description of Notes—Certain Covenants."
Use of Proceeds	We will not receive any proceeds from the exchange offers. See "Use of Proceeds."
No Prior Market	The exchange notes will generally be freely transferable (subject to certain restrictions discussed in "The Exchange Offers") but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system.

RISK FACTORS

        You should carefully consider the information set forth under the heading "Risk Factors" beginning on page 18 of this prospectus before deciding to participate in the exchange offers.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth summary historical consolidated financial and operating data as of the dates and for the periods indicated. The historical consolidated statement of operations data presented below for the years ended December 31, 2013, 2012 and 2011 and the historical consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from, and should be read together with, our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which statements have been audited by KPMG LLP, whose report on our audited consolidated financial statements is included in this prospectus. The historical consolidated statement of operations data presented below for the years ended December 31, 2010 and 2009 and the historical consolidated balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements not included in this prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period and should be read in conjunction with "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	For the Year Ended December 31,
	2009			2010			2011			2012			2013
Statement of Operations Data (in thousands):
Operating Revenues:
Investment advisory fees from assets under management	$	608,655		$	733,518		$	973,900		$	991,729		$	977,414
Income from CLOs/CDOs		11,661			13,291			19,255			33,398			50,830
Product distribution		16,127			20,519			20,217			21,678			20,625
Performance fees/other revenue		41,880			24,821			15,839			57,168			27,476
Total operating revenues		678,323			792,149			1,029,211			1,103,973			1,076,345
Operating Expenses:
Compensation and benefits		273,567			329,712			432,830			472,854			468,914
Advertising and promotional costs		5,898			9,030			12,881			15,134			13,643
Intangible asset impairment		—			—			—			586,715			—
All other operating expenses		248,590			270,311			303,033			344,644			279,941
Total operating expenses		528,055			609,053			748,744			1,419,347			762,498
Other Operating—Contingent Consideration		—			—			—			(29,300	)		87,200
Other Income/(Expense)		16,540			42,445			29,975			(120,051	)		(96,791	)
Net Interest Expense		(306,642	)		(309,552	)		(320,416	)		(340,270	)		(283,759	)
Consolidated VIEs and funds, net		135,273			109,787			(16,472	)		(72,921	)		11,862
Income/(Loss) Before Taxes		(4,561	)		25,776			(26,446	)		(877,916	)		32,359
Income Tax Expense/(Benefit)		(40,133	)		(25,733	)		(6,291	)		(240,730	)		(42,385	)
Net Income/(Loss)		35,572			51,509			(20,155	)		(637,186	)		74,744
Less: Net Income/(Loss) attributable to Noncontrolling Interests		1,653			87,426			(7,171	)		(66,188	)		29,516
Net Income/(Loss) attributable to Nuveen Investments	$	33,919		$	(35,917	)	$	(12,984	)	$	(570,998	)	$	45,228
Balance Sheet Data, at period end (in thousands):
Cash and cash equivalents(1)	$	290,085		$	127,714		$	212,258		$	290,289		$	324,717
Total assets(1)		6,249,049			5,992,041			6,863,251			6,263,226			6,298,190
Total debt, including current portion(1)(2)		3,984,831			3,694,588			4,034,366			4,419,990			4,482,668
Total Nuveen Investments' shareholders' equity(1)		968,121			1,005,512			980,166			396,107			452,405

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	For the Year Ended December 31,
	2009			2010		2011		2012			2013
Operating Data (in millions):
Net Assets Under Management, at period end
Retail Advisory	$	59,851		$	85,464	$	84,096	$	86,469		$	87,692
Institutional		33,618			58,022		72,665		60,707			62,229
Structured Products		51,327			53,316		63,335		71,379			70,583
Total	$	144,796		$	196,802	$	220,096	$	218,555		$	220,504
Net Investment Product Flows(3)
Retail Advisory	$	1,473		$	2,621	$	255	$	(2,433	)		(2,305	)
Institutional		156			8,882		12,097		(16,752	)		(9,172	)
Structured Products		(457	)		2,056		1,482		4,943			2,693
Total	$	1,172		$	13,559	$	13,834	$	(14,242	)	$	(8,784	)

	For the Year Ended December 31,
	2009			2010			2011			2012			2013
Other Financial Data (dollars in thousands):
Depreciation and amortization	$	85,517		$	86,989		$	93,332		$	95,641		$	69,309
Cash interest expense(4)		298,676			295,679			302,647			329,407			279,566
Capital expenditures		10,815			17,674			49,791			44,176			18,712
Cash flow provided by (used in):
Operating activities		(64,043	)		28,289			180,952			60,148			145,624
Financing activities		(38,608	)		(126,197	)		288,477			239,648			(66,279	)
Investing activities(1)		(58,977	)		(64,461	)		(395,170	)		(221,721	)		(45,026	)
EBITDA(5)(7)		250,672			309,942			402,049			(398,982	)		351,186
Adjusted EBITDA(6)(7)		379,732			470,746			571,391			524,871			492,437
Ratio of net senior secured debt to Adjusted EBITDA(8)														4.6x
Ratio of net secured debt to Adjusted EBITDA														5.6x
Ratio of net total debt to Adjusted EBITDA														9.1x
Ratio of Adjusted EBITDA to cash interest expense														1.8x

(1)

Excludes assets and liabilities of consolidated variable interest entities. We are required to consolidate in our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest, because MDP is considered the primary beneficiary of Symphony CLO V, (b) other collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham. See Notes 1 and 3 of the notes to our consolidated financial statements for the year ended December 31, 2013 included elsewhere in this prospectus.

(2)

Includes net remaining unamortized discount and debt issuance costs.

(3)

Net flows of investment products represent the sum of sales, reinvestments and exchanges, less redemptions.

(4)

Excludes cash interest expense attributable to consolidated variable interest entities.

(5)

EBITDA is defined as net income/(loss) attributable to Nuveen Investments before net interest expense, income tax/(benefit), depreciation and amortization and income/(expense) attributable to consolidated variable interest entities. See note 7 below for a reconciliation of EBITDA to net income/(loss) attributable to Nuveen Investments, as determined under GAAP.

(6)

Adjusted EBITDA is calculated in accordance with the credit agreement governing our senior secured credit facility and adjusts EBITDA for, among other things, non-cash compensation, structured products distribution expense, retention, severance and recruiting expense. See note 7 below for a reconciliation of Adjusted EBITDA to net income/(loss) attributable to Nuveen Investments, as determined under GAAP.

(7)

EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, and are not presented in accordance with, GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenues, net earnings/(loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity. The use of EBITDA and Adjusted EBITDA instead of income/(loss) from operations has limitations as an analytical tool, including the inability to determine profitability, the

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exclusion of interest expense and associated significant cash requirements, which represent significant and unavoidable operating costs given the level of our indebtedness. Management compensates for these limitations by relying primarily on our GAAP results and by presenting EBITDA and Adjusted EBITDA only supplementally. Our management believes presenting EBITDA and Adjusted EBITDA is useful to investors because it enables investors to evaluate how management views our businesses and because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. Our presentation of EBITDA and Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. See "Non-GAAP Financial Measures."

EBITDA and Adjusted EBITDA are reconciled from net income/(loss) attributable to Nuveen Investments, as determined under GAAP, as follows:

	For the Year Ended December 31,
(in thousands)	2009			2010			2011			2012			2013
Net income/(loss) attributable to Nuveen Investments	$	33,919		$	(35,917	)	$	(12,984	)	$	(570,998	)	$	45,228
Net (income)/loss attributable to Symphony CLO V		(135,273	)		(24,949	)		7,576			(23,165	)		(4,725	)
Net interest expense excluding consolidated variable interest entities		306,642			309,552			320,416			340,270			283,759
Income tax benefit		(40,133	)		(25,733	)		(6,291	)		(240,730	)		(42,385	)
Depreciation and amortization		85,517			86,989			93,332			95,641			69,309
EBITDA		250,672			309,942			402,049			(398,982	)		351,186
Adjustments:
Non-cash compensation		56,994			64,030			54,460			77,061			51,013
Structured products distribution expense(a)		16,907			23,246			12,389			43,803			10,116
Retention, severance, and recruiting expense(b)		42,460			46,626			35,452			56,692			51,690
Goodwill, intangible and other impairment		—			—			—			586,715			—
Acquisitions(c)		—			34,515			55,642			29,972			(87,301	)
Other adjustments(d)		12,699			(7,613	)		11,399			129,610			115,733
Adjusted EBITDA	$	379,732		$	470,746		$	571,391		$	524,871		$	492,437

(a)

Structured products distribution expense represents structuring fees and upfront distribution costs paid for closed-end funds, mutual funds, and other structured products such as collateralized loan and debt obligations.

(b)

Retention, severance, and recruiting expense represents costs associated with employee retention programs, costs related to employee severance agreements and costs to recruit employees, such as relocation expense.

(c)

Amounts in 2010 related to the acquisition of the long-term asset management business of U.S. Bank National Association's FAF Advisors. Amounts in 2011 related to the acquisition of Gresham. Amounts in 2012 and 2013 reflect the fair value change on the Gresham contingent consideration.

(d)

Other adjustments include, but are not limited to, non-recurring items, such as gains and losses on certain investments, mark-to-market on hedging activity, impairment charges, loss on debt restructuring, and other adjustments.

(8)

Senior secured debt excludes our second lien term loans.

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before participating in the exchange offers. The risks and uncertainties described below are not the only risks facing us and your investment in the exchange notes. Additional risks and uncertainties that we are unaware of, or those we currently deem immaterial, also may become important factors that affect us. The following risks could materially and adversely affect our business, prospects, financial condition, cash flows or results of operations.

Risks Related to the Exchange Offers

If you choose not to exchange your outstanding notes in the exchange offers, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offers, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act.

        The tender of outstanding notes under the exchange offers will reduce the remaining principal amount of the outstanding notes, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and an active trading market may not develop for the exchange notes.

        The exchange notes are a new issue of securities for which there is no established trading market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated quotation system. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

•

the number of holders of exchange notes;

•

our operating performance and financial condition;

•

the market for similar securities;

•

the interest of securities dealers in making a market in the exchange notes; and

•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may face similar disruptions that may adversely affect the prices at which you may sell your exchange notes. Therefore, you may not be able to sell your exchange notes at a particular time and the price that you receive when you sell may not be favorable.

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

        We will issue the exchange notes in exchange for your outstanding notes only if you properly tender the outstanding notes before expiration of the exchange offers. Neither we nor the exchange

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agent are under any duty to give notification of defects or irregularities with respect to the tenders of the outstanding notes for exchange. If you are the beneficial holder of outstanding notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offers, you should promptly contact the person through whom your outstanding notes are held and instruct that person to tender on your behalf.

Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

        Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

Risks Related to Our Business

Difficult market conditions can adversely affect our business in many ways, including by reducing the value of our assets under management and causing clients to withdraw funds, each of which could materially reduce our revenues and adversely affect our financial condition.

        A large portion of our revenues is derived from the fees we earn under our investment advisory contracts. Under these contracts, the investment advisory fees we receive are typically based on the market value of assets under management and, to a much lesser extent, investment performance. The market value of our assets under management may decline due to any number of factors beyond our control, including, among others, a declining stock market, rising interest rates, general economic downturn, political uncertainty or acts of terrorism. Furthermore, our clients may terminate our investment advisory contracts or reduce their investments upon short or no notice for any reason, including adverse market conditions. Our assets under management may also decrease as a result of investors in the mutual funds we advise redeeming their investments in those funds in response to adverse market conditions. These investors may redeem without prior notice and for any reason.

        In periods of difficult market conditions, we may experience accelerated client redemptions or withdrawals which, along with market depreciation, could materially reduce the market value of our assets under management. For example, the global economic environment deteriorated sharply in 2008, particularly in the third and fourth quarters, and in the first quarter of 2009, with virtually every class of financial asset and geographic market experiencing significant price declines and volatility. As a result of market depreciation and net redemptions, our assets under management decreased from $164.3 billion at December 31, 2007 to $115.3 billion at March 31, 2009. Although our assets under management have increased to $220.5 billion at December 31, 2013, there is no guarantee that our assets under management will similarly rebound in the event of another downturn. If any of these factors cause a decline in our assets under management, it would result in lower revenues from investment advisory fees. If our revenues decline without a commensurate reduction in our expenses, our net income will be reduced and our business will be negatively affected.

Fluctuations in equity markets may adversely affect our business.

        As of December 31, 2013, approximately 35% of our assets under management were equity assets. As noted above, there have been substantial fluctuations in price levels in securities markets in recent years, including equity markets. These fluctuations can occur on a daily basis and over longer periods as a result of a variety of factors, including national and international economic and political events,

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broad trends in business and finance, and interest rate movements. Reduced equity market prices generally may result in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. Periods of reduced equity market prices may adversely affect our profitability if we do not reduce our fixed costs to offset such reduced revenues.

Fluctuations in interest rates may adversely affect our business.

        As of December 31, 2013, approximately 54% of our assets under management were credit based strategies. Increases in interest rates from their present levels may adversely affect the values of fixed income securities. Increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. The value of fixed income securities may also decline as a result of the issuer's actual or perceived creditworthiness or ability to meet its obligations. During 2008, particularly in the fourth quarter of 2008, there were several disruptions in the credit markets and periods of illiquidity. This resulted in a decline in the value of the fixed income securities that we managed reducing our assets under management. Although fixed income securities markets have stabilized, these conditions could recur.

        Fluctuations in interest rates may also have a significant impact on securities markets generally, which may adversely affect the market value of our assets under management invested in equity securities.

Poor investment performance by our investment products and services may adversely affect our assets under management and financial results, along with our ability to market future product and service offerings.

        The performance of our investment products and services is critical in retaining existing client assets under management as well as attracting new client assets. Our investment products and services can perform poorly for a number of reasons, including general market conditions, investment decisions that we make and the performance of the companies in which our investment products invest. If our investment products and services perform poorly, our earnings could decline because:

•

our existing clients may withdraw funds from our investment products or terminate their relationships with us, which would cause the revenues that we generate from investment advisory fees to decline;

•

our ability to earn performance fees under certain of our investment advisory contracts will be reduced or diminished;

•

the Morningstar and Lipper ratings and rankings of mutual funds we manage may decline, which may adversely affect the ability of those funds to attract new or retain existing assets; or

•

third-party financial intermediaries, advisors or consultants may rate our investment products poorly, which may lead our existing clients to withdraw funds from our investment products or reduce asset inflows from these third parties or their clients.

        While clients do not have legal recourse against us solely on the basis of poor investment results, if our investment products and services perform poorly, we are more likely to become subject to litigation brought by dissatisfied clients. In addition, to the extent clients are successful in claiming that their losses resulted from fraud, negligence, willful misconduct, breach of contract or other similar misconduct, these clients may have remedies against us and/or our investment professionals under federal securities laws and/or state law.

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The loss of key investment professionals or members of our senior management team could have a material adverse effect on our business.

        We depend on the skills and expertise of our investment professionals. Our success depends on our ability to retain the key members of our investment teams, who possess substantial experience in investing and have been primarily responsible for the historically strong investment performance we have achieved. In particular, we depend on our portfolio managers. Because of the long tenure and stability of our portfolio managers, our clients generally attribute the investment performance we have achieved to these individuals. While we have generally experienced very few departures among our portfolio managers, there can be no assurance that this stability will continue in the future. The departure of a portfolio manager could cause clients to withdraw funds from the investment products he or she manages, which would reduce our assets under management. For example, on March 14, 2012, we announced the departure of the Co-President and Chief Investment Officer of Tradewinds, which focuses on global equity investment products. As a result of this departure, we experienced a significant increase in redemptions on global/international value style products managed by Tradewinds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Flows."

        A reduction in assets under management resulting from the loss of key investment professionals will result in a decline in investment advisory fees and, if we were not able to reduce our expenses sufficiently, our net income, and these reductions could be material. The departure of an investment product's portfolio manager also could cause clients to refrain from allocating additional funds to such investment product or delay such additional funds until a sufficient track record under a new portfolio manager or managers has been established. This would have a negative effect on the future growth of our assets under management. Because certain of our portfolio managers contribute significantly to our revenues and net income, the loss of even a small number of them could have a disproportionate impact on our business.

        The market for qualified investment, management, marketing and client service professionals is extremely competitive and we may fail to successfully attract and retain qualified personnel in the future. Due to the competitive market for these professionals and the success of some of our personnel, our costs associated with providing compensation incentives necessary to attract and retain key personnel are significant and will likely increase over time. Although we intend for overall compensation levels to remain competitive, we may not be successful in designing and implementing an attractive compensation model. Any cost-reduction initiative or adjustments or reductions to compensation could negatively impact our ability to retain key personnel. In addition, changes to our management structure, corporate culture and corporate governance arrangements could negatively impact our ability to retain key personnel.

        We also depend on the contributions of our senior management team led by John P. Amboian, our Chief Executive Officer. In addition, our senior marketing and client service personnel have direct contact with our institutional clients and consultants and other key individuals within each of our distribution channels. The loss of any of these key professionals could limit our ability to successfully execute our business strategy and may prevent us from sustaining the historically strong financial and operational performance we have achieved or adversely affect our ability to retain existing and attract new client assets and related revenues.

We face substantial competition in the investment management business.

        The asset management industry in which we are engaged is extremely competitive, and we face substantial competition in all aspects of our business. We compete with numerous international and domestic asset management firms and broker-dealers, mutual fund companies, hedge funds, commercial banks, insurance companies and other investment companies and financial institutions. Many of these

21

organizations offer products and services that are similar to, or compete with, those offered by us, and some have substantially more personnel and greater financial resources and/or assets under management than we do. Some of our competitors have proprietary products and distribution channels that may make it more difficult for us to compete with them.

        A sizable number of new asset management firms and mutual funds have been established in the last ten years, increasing our competition. In addition, the asset management industry has experienced consolidation as numerous asset management firms have either been acquired by other financial services firms or have ceased operations. In many cases, this has resulted in firms having greater financial resources than us. In addition, a number of heavily capitalized companies, including commercial banks and foreign entities, have made investments in and acquired asset management firms. Access to brokerage firms' retail distribution systems, "wrap fee" retail managed account programs, and mutual fund and other distribution channels has also become increasingly competitive. All of these factors could make it more difficult for us to compete and no assurance can be given that we will be successful in competing and growing or maintaining our assets under management and business. If clients and potential clients decide to use the services of competitors, it could reduce our revenues and growth rate, and if our revenues decrease without a commensurate reduction in our expenses, our net income will be reduced.

        In addition, in part as a result of the substantial competition in the asset management industry, there has been a trend toward lower fees in some segments of the asset management business. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. There can be no assurance that we will be able to maintain our current fee structure or provide our clients with attractive investment returns, or that we will be able to develop new products that are desirable to the market or our distribution partners. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

The historical returns of our existing investment products may not be indicative of their future results or of the investment products we may develop in the future.

        We have presented ratings and rankings of our investment products based on the historical returns of our existing investment strategies elsewhere in this prospectus. The historical returns of our products and the ratings and rankings we or the mutual funds that we advise have received in the past should not be considered indicative of the future results of these products or of any other products that we may develop in the future. The investment performance we achieve for our clients varies over time and the variance can be wide. The ratings and rankings we or the mutual funds we advise have received are typically revised monthly. The historical performance and ratings and rankings presented herein are as of December 31, 2013 and for periods then ended. The performance we have achieved and the ratings and rankings received at subsequent dates and for subsequent periods may be higher or lower and the difference could be material. Our products' returns have benefited during some periods from investment opportunities and positive economic and market conditions. In other periods, such as in 2008, the first quarter of 2009 and the second quarter of 2010, general economic and market conditions have negatively affected investment opportunities and our products' returns. These negative conditions may occur again, and in the future we may not be able to identify and invest in profitable investment opportunities within our current or future products.

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Our business relies on third-party distributors who may choose not to sell or recommend our products or who may increase the costs of distribution.

        Our ability to distribute our products is highly dependent on access to the client base of financial advisors that also offer competing investment products. Financial advisors who recommend our products may reduce or eliminate their involvement in marketing our products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. In addition, financial advisors may receive compensation incentives to sell their firm's investment products or may choose to recommend to their customers investment products sponsored by firms other than us. Further, expenses associated with maintaining access to third-party distribution programs may increase in the future as a result of efforts by distribution firms to defray a portion of their costs of internal customer account related services in connection with their customers' investments in our products. Finally, a financial advisors's ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the advisor is affiliated and us. We cannot be sure that we will continue to gain access to these financial advisors. The inability to have this access could have a material adverse effect on our business.

        The firms through which we distribute closed-end funds charge structuring fees in connection with bringing closed-end funds to market. These fees have significantly increased our costs for new closed-end funds, thereby reducing our margins on these products.

Our efforts to establish new investment teams and products may be unsuccessful and could negatively impact our results of operations and our reputation.

        As part of our growth strategy, we may seek to take advantage of opportunities to add new investment teams. To the extent we are unable to recruit and retain investment teams that will complement our existing business model, we may not be successful in further diversifying our investment products and client assets, any of which could have a material adverse effect on our business and future prospects. In addition, the costs associated with establishing a new team and investment strategy initially will exceed the revenues they generate. If any such new products perform poorly and fail to attract sufficient assets to manage, our results of operations will be negatively impacted. In addition, a new product's poor performance may negatively impact our reputation and the reputation of our other investment products within the investment community.

The investment products managed by us may make significant investments in international markets, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks.

        The investment products we manage may invest significant funds in international markets. Fluctuations in foreign currency exchange rates could negatively affect the returns of our clients who are invested in these products. In addition, an increase in the value of the U.S. dollar relative to non-U.S. currencies is likely to result in a decrease in the U.S. dollar value of our assets under management, which, in turn, could result in lower revenue since we report our financial results in U.S. dollars. Investments in non-U.S. issuers may also be affected by tax positions taken in countries or regions in which we are invested as well as political, social and economic uncertainty. Declining tax revenues may cause governments to assert their ability to tax the local gains and/or income of foreign investors (including our clients), which could adversely affect clients' interests in investing outside their home markets. Many financial markets are not as developed, or as efficient, as the U.S. financial markets, and, as a result, those markets may have limited liquidity and higher price volatility. Liquidity may also be adversely affected by political or economic events within a particular country, and our ability to dispose of an investment may also be adversely affected if we increase the size of our investments in smaller non-U.S. issuers. Non-U.S. legal and regulatory environments, including financial accounting standards and practices, may also be different, and there may be less publicly available information about non-U.S. companies. The risks associated with these factors could adversely affect

23

the performance of our products that are invested in international markets resulting in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. These risks may be particularly acute in the emerging or less developed markets in which we invest.

If our asset mix changes, our revenues and operating margins could be reduced.

        Our assets under management can generate different revenues per dollar of assets under management based on factors such as the type of asset managed by us, the type of client, the type of asset management product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our assets under management from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of assets under management remains unchanged or increases.

Our business is subject to extensive regulation, and compliance failures and changes in laws and regulations could adversely affect us.

        Our business is subject to extensive regulation, including regulations arising under federal and state securities laws, rules promulgated by the SEC and the Commodity Futures Trading Commission ("CFTC"), and the rules of certain self-regulatory organizations, including FINRA and the National Futures Association. Our failure to comply with applicable laws, regulations or rules of self-regulatory organizations could cause regulatory authorities to institute proceedings against us or our subsidiaries and could result in the imposition of sanctions ranging from censure and fines to termination of an investment adviser or broker-dealer's registration and otherwise prohibiting an investment adviser from acting as an investment adviser. Changes in laws, regulations, rules of self-regulatory organizations or in governmental policies, and unforeseen developments in litigation targeting the securities industry generally or us, could have a material adverse effect on us. The impact of future accounting pronouncements could also have a material adverse effect upon us.

        In addition, changes in regulations or industry-wide or specifically targeted regulatory or court decisions may require us to reduce our fee levels, or restructure the fees we charge. For example, distribution fees paid to mutual fund distributors in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), are a significant element of revenues for a number of the mutual funds that we manage. There have been suggestions from regulatory agencies and other industry participants that Rule 12b-1 distribution fees in the mutual fund industry should be reconsidered and, potentially, reduced or eliminated. Any industry-wide reduction or restructuring of Rule 12b-1 distribution fees could have an adverse effect on our revenues and net income.

        Our investment adviser subsidiaries are registered with the SEC as investment advisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, recordkeeping, operational and disclosure obligations. In light of recent allegations of fraud against certain other investment advisers, we anticipate substantially increased regulation of investment advisers.

        Each of our closed-end funds and open-end funds is registered with the SEC under the Investment Company Act and the shares of each closed-end fund and open-end fund are registered with the SEC under the Securities Act. Each national open-end fund is qualified for sale (or not required to be so qualified) in all states in the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states.

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        Our subsidiary, Nuveen Securities, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA and federal and state agencies. Our broker-dealer subsidiary is subject to the SEC's net capital rules and certain state securities laws designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, these rules would limit our ability to make withdrawals of capital and receive dividends from our broker-dealer subsidiary. The securities industry is one of the most highly regulated in the United States, and failure to comply with the related laws and regulations can result in revocation of broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion from the securities business of a firm, its officers or employees.

        In February 2012, the CFTC adopted amendments to existing rules that have subjected certain of our mutual funds, closed-end funds and certain other products we sponsor that invest in futures, swaps or other derivatives to regulation by the CFTC as commodity pools. Certain of our subsidiaries, including Gresham, are registered as Commodity Pool Operators and Commodity Trading Advisors with the CFTC and are subject to regulation by the National Futures Association. We will incur ongoing costs associated with monitoring compliance with the CFTC registration and exemption obligations and complying with the periodic reporting requirements of Commodity Pool Operators.

        Our investment management subsidiaries are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to regulations promulgated thereunder, insofar as they act as a "fiduciary" under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code of 1989, as amended (the "Internal Revenue Code"), impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. The failure of any of our subsidiaries to comply with these requirements could result in significant penalties that could reduce our net income.

        A change in the tax-exempt treatment of income from municipal bonds, which accounts for a substantial portion of our assets under management, because of, among other things, unfavorable changes in federal or state tax laws or adverse interpretations by the IRS or state tax authorities, could have an adverse effect upon demand for our municipal bond investment products and services and the value of our assets under management consisting of municipal bonds. Changes in the status of tax deferred retirement plan investments, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates and regulations could also affect investor behavior and cause investors to view certain investment offerings less favorably, thereby decreasing our assets under management.

        On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the "Dodd-Frank Act"), which imposes significant new regulations on almost every aspect of the U.S. financial services industry, including aspects of our business and the markets in which we operate. The Dodd-Frank Act has and will likely continue to increase our regulatory compliance burden and may have a material adverse effect on us by increasing the costs associated with our investment products and services. Many of the provisions of the Dodd-Frank Act are subject to further rulemaking, implementation and, ultimately, the discretion of regulatory bodies. As a result, it is too early to fully assess the impact of the Dodd-Frank Act and subsequent regulatory rulemaking processes on our business, financial condition or results of operations.

        Pursuant to the mandate of the Dodd-Frank Act, the CFTC and the SEC have promulgated rules that increase the regulation of over-the-counter derivatives markets. The implementing regulations require many types of derivatives that were previously traded over-the-counter to be executed in regulated markets and submitted for clearing to regulated clearinghouses. Complying with the new regulations may significantly increase the costs of derivatives trading on behalf of our clients.

25

Our business involves risk of being engaged in litigation that could increase our expenses and reduce our net income.

        There has been an increased incidence of litigation and regulatory investigations in the asset management industry in recent years, including customer claims as well as class action suits seeking substantial damages. In addition, we, along with other industry participants, are subject to risks related to litigation, settlements and regulatory investigations arising from market events. We could become involved in such litigation become or the subject of such a regulatory investigation, which could adversely affect us.

Investors in the mutual funds and certain other pooled investment vehicles that we advise can redeem their investments in those funds at any time without prior notice, which could adversely affect our earnings.

        Investors in the mutual funds that we advise or sub-advise may redeem their investments in those mutual funds at any time without prior notice and investors in certain other types of pooled investment vehicles that we advise or sub-advise may typically redeem their investments on fairly limited or no prior notice, thereby reducing the aggregate amount of our assets under management. These investors may redeem for any number of reasons, including general financial market conditions, the absolute or relative investment performance we have achieved, or their own financial condition and requirements. In a declining stock market or a rising interest-rate environment, the pace of redemptions could accelerate. Poor investment performance relative to other funds tends to result in decreased purchases and increased redemptions of fund shares. For the twelve months ended December 31, 2013, we generated over 28% of our investment advisory fee revenues from advising mutual funds, and the redemption of investments in those funds would adversely affect our revenues and could have a material adverse effect on our earnings.

We derive a substantial portion of our revenues from contracts and relationships that may be terminated upon short or no notice.

        A substantial portion of our revenues is derived from the fees we earn under our investment advisory contracts. Our investment advisory contracts with SEC-registered fund clients may be terminated without penalty by the client upon 60 days' written notice. Furthermore, each registered fund's investment advisory contract must be approved annually by the board of the respective fund, including a majority of the board members who are not "interested persons" of our relevant advisory subsidiary or the fund, as defined in the Investment Company Act.

        Our investment advisory agreements with advisory clients, other than registered fund clients, generally provide that they can be terminated without penalty upon 60 days' written notice or less. These investment advisory agreements and client relationships may be terminated or not renewed for any number of reasons. The decrease in revenues that could result from the termination of a material client relationship or group of client relationships could have a material adverse effect on our business.

A change of control of our company could result in termination of our investment advisory agreements.

        Under the Investment Company Act, each of the investment advisory agreements for SEC-registered funds that we advise automatically terminates in the event of its assignment, as defined under the Investment Company Act. If such an assignment were to occur, we could continue to act as adviser to any such fund only if that fund's board and shareholders approved a new investment advisory agreement, except in the case of certain of the funds that we sub-advise for which only board approval would be necessary. In addition, under the Investment Advisers Act, each of the investment advisory agreements for the separate accounts we manage may not be assigned without the consent of the client. An assignment may occur under the Investment Company Act and the Investment Advisers Act if, among other things, the company undergoes a change of control.

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        MDP, by virtue of its right to effectively appoint a majority of our board of directors pursuant to Holdings' limited liability company agreement (through its affiliated investment funds), is currently deemed to control our company for purposes of the Investment Company Act and the Investment Advisers Act. If MDP ceases to so control our company, or if there were a change of control at MDP, an assignment is likely to be deemed to have occurred and we will be required to seek the necessary approvals for new registered fund investment advisory agreements and consents from our separate account clients. If an assignment occurs as a result of a change of control of our company, we cannot be certain that we will be able to obtain the necessary approvals from the boards and shareholders of the registered funds that we advise or the necessary consents from our separate account clients. The decrease in revenues that could result from a failure by us to obtain such approvals and consents could have a material adverse effect on our business.

Damage to our reputation or our failure to follow client guidelines could have an adverse effect on us.

        Maintaining the trust and confidence of clients and other market participants, and the resulting good reputation, is important to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and difficult and costly to remediate. Regulatory inquiries, employee misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or satisfactorily addressed. Any damage to our reputation could impede our ability to attract and retain clients and key personnel, and lead to a reduction in the amount of our assets under management, any of which could have a material adverse effect on our revenues and net income.

        When clients retain us to manage assets or provide products or services on their behalf, they specify guidelines or contractual requirements that we are required to observe in the provision of our services. In addition, we are required to abide by certain conflict of interest policies and regulations. A failure to comply with these guidelines, contractual requirements, policies and regulations could result in damage to our reputation or to the client seeking to recover losses from us, reducing its assets that we manage or terminating its contract with us, any of which could have an adverse impact on our business.

We may explore strategic transactions, such as acquisitions of other companies, asset sales or a potential merger, and the expected benefits of such strategic transactions may not materialize, which may prevent us from implementing strategies to grow our business.

        The acquisition of complementary businesses has been and may continue to be an active part of our overall business strategy. There can be no assurance that we will find suitable acquisition candidates at acceptable prices, have sufficient capital resources to accomplish our strategy, obtain the necessary financing on satisfactory terms or be successful in entering into agreements for desired transactions. Successful completion of acquisitions, asset sales or any other strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals and investment advisory agreement consents. In addition, depending on how any such transaction is structured, there may be an adverse impact on our capital structure. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction. Moreover, these expenditures may not result in the successful completion of a transaction.

        Acquisitions pose the risk that the acquired companies could lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks or experience adverse accounting consequences in connection with an acquisition, such as the need to make large provisions against the acquired assets or to write down the acquired assets. In addition, we may not be able to effectively integrate the services, key personnel or businesses of acquired companies

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into our business, in which case the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected.

The performance of our investment strategies or the growth of our assets under management may be constrained by unavailability of appropriate investment opportunities.

        The ability of our investment teams to deliver strong investment performance depends in large part on their ability to identify appropriate investment opportunities in which to invest client assets. If the investment team for any of our strategies is unable to identify sufficient appropriate investment opportunities for existing and new client assets on a timely basis, the investment performance of the products they manage could be adversely affected. In addition, if we determine that sufficient investment opportunities are not available for a product, we may choose to limit the growth of the product by limiting the rate at which we accept additional client assets for management under the product, closing the product to all or substantially all new investors or otherwise taking action to limit the flow of assets into the product. If we misjudge the point at which it would be optimal to limit access to or close a product, the investment performance of the product could be negatively impacted. The risk that sufficient appropriate investment opportunities may be unavailable is influenced by a number of factors, including general market conditions, but is particularly acute with respect to our products that focus on small-cap and emerging market investments, and is likely to increase as our assets under management increase, particularly if these increases occur very rapidly.

Our business is subject to numerous operational risks, any of which could disrupt our ability to function effectively.

        We must be able to consistently and reliably obtain securities pricing information, process client and investor transactions and provide reports and other customer service to our clients and investors. Any failure to keep current and accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. If any of our financial, portfolio accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, a financial loss, a disruption of our businesses, liability to clients, regulatory problems or damage to our reputation. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. In addition, our operations are dependent upon information from, and communications with, third parties, and operational problems at third parties may adversely affect our ability to carry on our business.

        Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that have a security impact. If one or more of such events occur, it potentially could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We may be required to spend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance that we maintain.

        A disaster or a disruption in the infrastructure that supports our asset managers, or an event disrupting the ability of our employees to perform their job functions, including terrorist attacks or a disruption involving electrical communications, transportation or other services used by us or third

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parties with whom we conduct business, could have a material adverse impact on our ability to continue to operate our business without interruption. Although we have disaster recovery programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses.

        In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our financial condition or operating results. Additionally, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators. Our techniques for managing risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate.

Our controlling equity holder may have conflicts of interest with us or the holders of the notes in the future.

        Pursuant to the limited liability company operating agreement of Holdings, an investment fund affiliated with MDP is entitled to appoint a majority of the members of Holdings' board of managers, and therefore ultimately controls all of our affairs and policies, including the election of our board of directors, appointing members of our management, the approval of certain actions such as amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including, without limitation, incurring debt, issuing stock, selling assets and engaging in mergers and acquisitions). Investment funds affiliated with MDP own a significant amount of Holdings' equity interests and may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition, which may affect our ability to make payments on the notes. For more information see "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Party Transactions." Additionally, MDP is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. MDP may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds affiliated with MDP continue to own a significant amount of Holdings' equity interests and retain manager appointment rights pursuant to the limited liability company agreement of Holdings, MDP will continue to be able to strongly influence or effectively control our decisions.

        The indentures governing the notes allow us and our subsidiaries to engage in transactions with our affiliates subject to certain limitations set forth therein. See "Description of Notes—Certain Covenants—Transactions with Affiliates."

Risks Related to the Notes and Our Indebtedness

We are highly leveraged and our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We are highly leveraged and have a substantial amount of indebtedness, which requires significant interest and principal payments. As of December 31, 2013, we had approximately $4.5 billion in aggregate principal amount of indebtedness outstanding (excluding indebtedness at consolidated variable interest entities). Subject to the limits contained in the credit agreement governing our senior secured credit facility, the indentures governing the notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital

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expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our substantial amount of indebtedness could increase.

        Our substantial amount of indebtedness could have important consequences to the holders of the notes, including:

•

making it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness;

•

limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements;

•

requiring a substantial portion of our cash flows to be dedicated to the payment of our indebtedness instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

making us more vulnerable to increases in interest rates, as borrowings under our senior secured credit facility are at variable rates of interest;

•

limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•

placing us at a competitive disadvantage compared to our competitors that are less leveraged; and

•

and increasing our cost of borrowing.

See "Capitalization" and "Description of Certain Other Indebtedness."

Despite our current level of indebtedness, we may be able to incur additional indebtedness and enter into other transactions, which could further exacerbate the risks related to our substantial indebtedness described above.

        We may be able to incur additional indebtedness in the future. As of December 31, 2013, we had $190.0 million of availability to incur secured indebtedness under our senior secured revolving credit facility. Moreover, although the credit agreement governing our senior secured credit facility and the indentures governing the notes each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be material. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness. To the extent we incur additional indebtedness, the substantial risks described in the previous risk factor would increase. See "Description of Notes" and "Description of Certain Other Indebtedness."

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

        Borrowings under our senior secured credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition—Derivative Instruments" for information regarding our interest rate hedging activities.

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We may be unable to service our indebtedness, including the notes.

        Our ability to make scheduled payments on and to refinance our indebtedness, including the notes, depends on and is subject to our financial and operating performance, which in turn is affected by prevailing economic, financial, competitive, legislative, legal, regulatory, business and other factors beyond our control, including the availability of financing in the banking and capital markets. See "—Risks Related to Our Business." We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, including the notes, to refinance our indebtedness or to fund our other liquidity needs.

        Moreover, the Issuer is a holding company and accordingly is dependent upon distributions from its subsidiaries to make payments in respect of the notes. The Issuer has no independent means of generating revenue. To the extent that the Issuer needs funds and its subsidiaries are unable or otherwise restricted from making such distributions under applicable law or regulation, the Issuer's liquidity and financial condition would be adversely affected and the Issuer may be unable to satisfy its obligations under the notes or under its other indebtedness. See "—Risks Related to the Notes and Our Indebtedness—Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries."

        If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, we cannot assure you that any alternative strategy will be feasible at the time or provide adequate funds to allow us to pay our debts as they come due and fund our other liquidity needs. The credit agreement governing our senior secured credit facility and the indentures governing the notes restrict our ability to sell assets and use the proceeds from such sales. Additionally, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, it could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.

        Furthermore, in the event of a default, the holders of our indebtedness, including the notes and borrowings under our senior secured credit facility, could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. The lenders under our senior secured credit facility could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation.

Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries

        Our cash flow and our ability to service our debt, including the notes, is dependent upon the earnings of our subsidiaries. Our subsidiaries are separate and distinct legal entities. Payment to us by our subsidiaries will be contingent upon our subsidiaries' earnings and other business considerations. In addition, our broker-dealer subsidiary is subject to certain rules imposed by the FINRA, which could have the effect of prohibiting that subsidiary from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Our broker-dealer subsidiary accounted for approximately 2% of our revenues (excluding intercompany revenues) for the year ended December 31, 2013 and represented less than 1% of our assets at December 31, 2013.

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The indentures governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on us, which may prevent us from capitalizing on business opportunities.

        The indentures governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on us. These restrictions, subject to certain exceptions, limit our ability to, among other things:

•

incur or guarantee additional indebtedness or issue preferred stock;

•

pay dividends or make other distributions on, ore redeem or repurchase, capital stock;

•

make certain investments;

•

incur certain liens;

•

transfer or sell assets and subsidiary capital stock;

•

enter into transactions with affiliates;

•

alter the business that we conduct;

•

designate our subsidiaries as unrestricted subsidiaries; and

•

enter into mergers, consolidations and sales of substantially all assets.

The credit agreement governing our senior secured credit facility also contains a financial maintenance covenant that prohibits us from exceeding a specified ratio of (i) funded senior first lien secured indebtedness less unrestricted cash and cash equivalents to (ii) consolidated adjusted EBITDA, as defined in the credit agreement. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition—Senior Secured Credit Facility" for information regarding this financial maintenance covenant.

        As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to finance our future operations or capital needs or engage in other business activities that may be in our interest. The terms of any future indebtedness we may incur could include more restrictive covenants. Our ability to comply with these covenants may be affected by events beyond our control. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers and/or amend the covenants in order to avoid an event of default.

        Our failure to comply with the covenants described above as well as other terms of our existing indebtedness and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings prior to maturity, together with accrued and unpaid interest. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. The lenders under our senior secured credit facility could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition.

        If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. If we are forced to refinance these borrowings on less favorable terms or cannot

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refinance these borrowings, our results of operations and financial condition could be adversely affected. Furthermore, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness, and we could be forced into bankruptcy or liquidation. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.

The notes and related guarantees are unsecured and are effectively subordinated, and the subsidiary guarantees are contractually subordinated, to our secured indebtedness, including our senior secured credit facility.

        The notes and related guarantees are not secured by any of our assets and therefore are effectively subordinated to the claims of our secured debt holders to the extent of the value of the assets securing our secured indebtedness. Our obligations under our senior secured credit facility are secured by, among other things, first priority and second priority security interests in the assets of Parent, Issuer and each of the Issuer's existing and future wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries), subject to certain exceptions. In addition, the subsidiary guarantees are contractually subordinated to any secured indebtedness of the respective subsidiary guarantor, including the borrowings under our senior secured credit facility. See "Description of Certain Other Indebtedness" and "Description of Notes."

        If we become insolvent or are liquidated, or if payment under our senior secured credit facility is accelerated, the lenders under our senior secured credit facility will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facility). Moreover, we may incur additional senior secured indebtedness, the holders of which will also be entitled to the remedies available to a secured lender. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.

        As of December 31, 2013, we had $2.6 billion of senior secured indebtedness outstanding, representing first- and second-lien term loans under our senior secured credit facility, which would have ranked effectively senior to the exchange notes, and we had an additional $190.0 million of borrowing availability under our senior secured revolving credit facility. We will be permitted to add, in addition to the revolving credit facility, incremental facilities, subject to certain conditions being satisfied. The credit agreement governing our senior secured credit facility and the indentures governing the notes will also permit us to incur additional secured indebtedness.

The notes and related guarantees are structurally subordinated to all liabilities of our non-guarantor subsidiaries.

        The notes and related guarantees are structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or dissolution of any of our non-guarantor subsidiaries, holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, are generally entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Although the indentures governing the notes contain limitations on the incurrence of additional indebtedness by us and our restricted subsidiaries, such limitations are subject to a number of significant exceptions. Moreover, the indentures governing the notes do not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indentures. The aggregate net operating revenues for the year ended

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December 31, 2013 of our subsidiaries that are not guaranteeing the notes were $87.5 million (excluding $120.3 million in intercompany revenue), and at December 31, 2013, those subsidiaries had total assets and total liabilities of $695 million and $25 million, respectively. See "Description of Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." See also "Description of Notes—Guarantees" and the condensed consolidating financial information included in the notes to our consolidated financial statements included herein.

Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us.

        Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the notes and related guarantees could be voided, or claims in respect of the notes and related guarantees could be subordinated to all of our other debt, if the issuance of the notes or related guarantees was found to have been made for less than reasonable equivalent value and we, at the time we incurred the indebtedness evidenced by the notes:

•

were insolvent or rendered insolvent by reason of such indebtedness;

•

were engaged in, or about to engage in, a business or transaction for which our remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that we would incur, debts beyond our ability to repay such debts as they mature.

        A court might also void the issuance of the notes and related guarantees without regard to the above factors, if the court found that we issued the notes or the guarantors entered into the applicable guaranty with actual intent to hinder, delay or defraud our or their respective creditors.

        A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or the guarantees, respectively, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes or the guarantees, you would no longer have a claim against us or the guarantors. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. Moreover, the court might direct you to repay any amounts that you already received from us or the guarantors with respect to the notes or any guarantee.

        In addition, any payment by us pursuant to the notes made at a time when we were subsequently found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a liquidation under Title 11 of the United States Code, as amended (the "Bankruptcy Code").

        The measures of insolvency for purposes of these fraudulent and preferential transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent or preferential transfer has occurred. Generally, however, we would be considered insolvent if:

•

the sum of our debts, including contingent liabilities, were greater than the fair saleable value of all our assets;

•

the present fair saleable value of our assets were less than the amount that would be required to pay our probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or

•

we could not pay our debts as they become due.

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        The indentures governing the notes contain a "savings clause," which limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the notes in full when due. Furthermore, in a recent case, Official Committee of Unsecured Creditors of TOUSA, Inc. v Citicorp North America, Inc., the U.S. Bankruptcy Court in the Southern District of Florida held that a savings clause similar to the savings clause that is included in the indentures governing the notes was unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances. The United States Court of Appeals for the Eleventh Circuit recently affirmed the liability findings of the Bankruptcy Court without ruling directly on the enforceability of savings clauses generally. If the TOUSA decisions were followed by other courts, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.

        In addition, although each guarantee will contain a provision intended to limit that guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee worthless.

        Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to other claims against us under the principle of equitable subordination, if the court determines that: (i) the holders of the notes engaged in some type of inequitable conduct; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holder of the notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Because each guarantor's liability under its guarantees may be reduced to zero, avoided or released under certain circumstances, holders of notes may not receive any payments from some or all of the guarantors.

        Holders of notes have the benefit of the guarantees of the guarantors. However, the guarantees by the guarantors are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor's liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such guarantor. Further, under the circumstances discussed more fully above, a court under federal and state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the guarantor. See "—Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us." In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under "Description of Notes—Guarantees."

We may not be able to finance a change of control offer required by the indentures.

        Upon a change of control, as defined under the indentures governing the notes, we are required to make an offer to purchase all of the notes then outstanding at 101% of their principal amount, plus accrued and unpaid interest. The source of funds for any such purchase of the notes would be our available cash or cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new equityholders. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required purchases of notes tendered. In addition, the terms of the credit agreement governing our senior secured credit facility limit our ability to repurchase the notes and provide that certain change of control events will constitute an event of default thereunder. Our future debt agreements may contain

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similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our senior secured credit facility and the indentures will not allow such repurchases. Our failure to offer to purchase all the notes or to purchase all validly tendered notes would be an event of default under the indentures governing the notes. Such an event of default may cause the acceleration of our other debt, including debt under our senior secured credit facility.

        Certain important corporate events, such as leveraged recapitalizations, may not, under the indentures governing the notes, constitute a "change of control" that would require us to repurchase the notes, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. In addition, the definition of change of control in the indentures governing the notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale of less than all our assets to another person may be uncertain. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may adversely affect the market price or liquidity of the notes.

        Our debt currently has a non-investment grade rating, and there can be no assurances that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Credit ratings are not recommendations to purchase, hold or sell the notes, and may be revised or withdrawn at any time. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

If the notes are rated investment grade by both Standard & Poor's and Moody's, certain covenants contained in the indentures governing the notes will be suspended, and holders of the notes will lose the protection of these covenants unless and until the notes subsequently fall back below investment grade.

        The indentures governing the notes contain certain covenants that will be suspended for so long as the notes are rated investment grade by both Standard and Poor's Ratings Services and Moody's Investors Service, Inc. These covenants restrict the Issuer's and its restricted subsidiaries' ability to, among other things:

•

incur additional indebtedness or issue preferred stock;

•

make distributions, prepay certain debt or make other restricted payments;

•

sell capital stock or other assets;

•

engage in transactions with affiliates; and

•

enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the Issuer.

        Because these restrictions will not apply when the notes are rated investment grade, we will be able to incur additional debt and consummate transactions that may impair our ability to satisfy our obligations with respect to the notes. In addition, we will not have to make certain offers to repurchase the notes.

36

USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the exchange notes in the exchange offers. The exchange offers are intended to satisfy our obligations under the applicable registration rights agreements that we entered into in connection with the private offerings of the outstanding notes. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the applicable registration rights agreement. The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any change in our capitalization.

37

CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2013.

        You should read this table together with "Summary—Summary Historical Financial and Other Data," "Use of Proceeds," "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

        The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any change in our capitalization.

	As of December 31, 2013 (dollars in millions) (unaudited)
Cash and cash equivalents(1)	$	324.7
Long-term debt (including current portion):
Senior secured credit facility(2):
Revolving credit facility due 2017	$	—
First-lien term loans due 2017		2,561.3
Second-lien term loans due 2019		500.0
5.5% senior notes due 2015(2)		300.0
9.125% senior notes due 2017(2)		500.0
9.5% senior notes due 2020(2)		645.0
Unamortized discount and debt issuance costs(3)		(23.6	)
Total debt (including current portion)(4)		4,482.7
Total Nuveen Investments shareholders' equity(4)		452.4
Total capitalization	$	4,935.1

(1)

Excludes approximately $430.5 million of cash and cash equivalents of consolidated variable interest entities. We are required to consolidate in our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest, because MDP is considered the primary beneficiary of Symphony CLO V, (b) eleven additional collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham that qualify as variable interest entities. See Notes 1 and 3 of the notes to our consolidated financial statements for the year ended December 31, 2013 included elsewhere in this prospectus. Includes approximately $38.5 million of cash and cash equivalents maintained at our broker dealer subsidiary, Nuveen Securities, LLC, to address potential liquidity needs and to comply with applicable regulations. Includes approximately $14.5 million in cash and cash equivalents maintained at Gresham that is attributable to the non-controlling shareholders.

(2)

Reflects the principal amount of the loans or notes, as applicable.

(3)

Reflects the net unamortized discounts and debt issuance costs for our outstanding indebtedness.

(4)

Excludes the impact of consolidated variable interest entities.

38

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth selected historical consolidated financial and operating data as of the dates and for the periods indicated. The historical consolidated statement of operations data presented below for the years ended December 31, 2013, 2012 and 2011 and the historical consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from, and should be read together with, our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which statements have been audited by KPMG LLP, whose report on our audited consolidated financial statements is included in this prospectus. The historical consolidated statement of operations data presented below for the years ended December 31, 2010 and 2009 and the historical consolidated balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements not included in this prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	For the Year Ended December 31,
	2009			2010			2011			2012			2013
Statement of Operations Data (in thousands):
Operating Revenues:
Investment advisory fees from assets under management	$	608,655		$	733,518		$	973,900		$	991,729		$	977,414
Income from CLOs/CDOs		11,661			13,291			19,255			33,398			50,830
Product distribution		16,127			20,519			20,217			21,678			20,625
Performance fees/other revenue		41,880			24,821			15,839			57,168			27,476
Total operating revenues		678,323			792,149			1,029,211			1,103,973			1,076,345
Operating Expenses:
Compensation and benefits		273,567			329,712			432,830			472,854			468,914
Advertising and promotional costs		5,898			9,030			12,881			15,134			13,643
Intangible asset impairment		—			—			—			586,715			—
All other operating expenses		248,590			270,311			303,033			344,644			279,941
Total operating expenses		528,055			609,053			748,744			1,419,347			762,498
Other Operating—Contingent Consideration		—			—			—			(29,300	)		87,200
Other Income/(Expense)		16,540			42,445			29,975			(120,051	)		(96,791	)
Net Interest Expense		(306,642	)		(309,552	)		(320,416	)		(340,270	)		(283,759	)
Consolidated VIEs and funds, net		135,273			109,787			(16,472	)		(72,921	)		11,862
Income/(Loss) Before Taxes		(4,561	)		25,776			(26,446	)		(877,916	)		32,359
Income Tax Expense/(Benefit)		(40,133	)		(25,733	)		(6,291	)		(240,730	)		(42,385	)
Net Income/(Loss)		35,572			51,509			(20,155	)		(637,186	)		74,744
Less: Net Income/(Loss) attributable Noncontrolling Interests		1,653			87,426			(7,171	)		(66,188	)		29,516
Net Income/(Loss) attributable to Nuveen Investments	$	33,919		$	(35,917	)	$	(12,984	)	$	(570,998	)	$	45,228
Balance Sheet Data, at period end (in thousands):
Cash and cash equivalents(1)	$	290,085		$	127,714		$	212,258		$	290,289		$	324,717
Total assets(1)		6,249,049			5,992,041			6,863,251			6,263,226			6,298,190
Total debt, including current portion(1)(2)		3,984,831			3,694,588			4,034,366			4,419,990			4,482,668
Total Nuveen Investments' shareholders' equity(1)		968,121			1,005,512			980,166			396,107			452,405

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	For the Year Ended December 31,
	2009			2010		2011		2012			2013
Operating Data (in millions):
Net Assets Under Management, at period end
Retail Advisory	$	59,851		$	85,464	$	84,096	$	86,469		$	87,692
Institutional		33,618			58,022		72,665		60,707			62,229
Structured Products		51,327			53,316		63,335		71,379			70,583
Total	$	144,796		$	196,802	$	220,096	$	218,555		$	220,504
Net Investment Product Flows
Retail Advisory	$	1,473		$	2,621	$	255	$	(2,433	)	$	(2,305	)
Institutional		156			8,882		12,097		(16,752	)		(9,172	)
Structured Products		(457	)		2,056		1,482		4,943			2,693
Total	$	1,172		$	13,559	$	13,834	$	(14,242	)	$	(8,784	)

	For the Year Ended December 31,
	2009			2010			2011			2012			2013
Other Financial Data (dollars in thousands):
Depreciation and amortization	$	85,517		$	86,989		$	93,332		$	95,641		$	69,309
Cash interest expense(3)		298,676			295,679			302,647			329,407			279,566
Capital expenditures		10,815			17,674			49,791			44,176			18,712
Cash flow provided by (used in):
Operating activities		(64,043	)		28,289			180,952			60,148			145,624
Financing activities		(38,608	)		(126,197	)		288,477			239,648			(66,279	)
Investing activities(1)		(58,977	)		(64,461	)		(395,170	)		(221,721	)		(45,026	)
Ratio of adjusted earnings to fixed charges(4)		NM			NM			NM			NM			0.99

NM—Not

meaningful.

(1)

Excludes assets and liabilities of consolidated variable interest entities. We are required to consolidate in our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest because MDP is considered the primary beneficiary of Symphony CLO V, (b) other collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham. See Notes 1 and 3 of the notes to our consolidated financial statements for the year ended December 31, 2013 included elsewhere in this prospectus.

(2)

Includes net remaining unamortized discount and debt issuance costs.

(3)

Excludes cash interest expense attributable to consolidated variable interest entities.

(4)

The ratio of adjusted earnings to fixed charges is computed by dividing (1) the sum of income from continuing operations before income taxes and fixed charges attributable to Nuveen Investments less net income/(loss) attributable to noncontrolling interests by (2) total fixed charges. For purposes of computing this ratio, fixed charges consist of interest expense plus the portion of rental expense deemed to represent interest. For the years ended December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012, and December 31, 2013, earnings were insufficient to cover fixed charges by $141.5 million, $86.6 million, $11.7 million, $834.9 million, and $1.9 million, respectively.

40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated financial condition and results of operations. This discussion should be read together with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those contained in forward-looking statements because of numerous risks and uncertainties, including, but not limited to, those described under "Risk Factors" and elsewhere in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements."

Description of the Business

        Our principal business is providing investment management and related services to retail and institutional investors. We market a wide range of specialized investment solutions which provide investors access to the capabilities of our boutique investment management affiliates: NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham. We offer investment management capabilities across a diversified set of asset classes and investment strategies through our investment management affiliates, including municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations.

        We provide investment management services through the investment products that we develop, market and distribute, including mutual funds, closed-end funds, managed accounts, CLO/CDOs, commodity exchange-traded products, private funds and UCITS funds. We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors. Although we offer a wide range of investment products and services, we operate in one business segment.

        We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

        We derive a substantial portion of our revenue from investment advisory fees, which are recognized as services are performed. These fees are directly related to the market value of the assets we manage. Advisory fee revenues generally will increase with a rise in the level of our assets under management. Assets under management rise through sales of our investment products and services, through increases in the value of the investment portfolios we manage and as a result of reinvestment of distributions from funds and accounts. Assets under management may also increase as a result of an acquisition. Fee income generally will decline when our assets under management decline, as would occur when the values of the investment portfolios we manage decrease or when managed account withdrawals, mutual fund redemptions and/or closed-end fund deleveragings exceed gross sales and reinvestments.

        In addition to investment advisory fees, we have two other main sources of operating revenue: performance fees and distribution and underwriting revenue. Performance fees are earned when

41

investment performance on certain institutional accounts and private funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account or fund management agreement. Distribution revenue is earned when certain investment products are sold to the public through financial advisors. Generally, distribution revenue will rise and fall with the level of our sales of mutual fund products and is offset by distribution expenses we incur in the form of sales commissions paid to financial intermediaries. Underwriting fees are earned on the offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of initial and secondary offerings, the size of the offerings and the extent to which we participate as a member of the syndicate group underwriting the offerings.

        Sales of our investment products and services, and our profitability, are directly affected by many variables, including investor preferences for equity, fixed-income or other investments, the availability and attractiveness of competing products, market performance, continued access to distribution channels, changes in interest rates, inflation, and income tax rates and laws. See "Risk Factors" for a description of certain factors that could materially adversely affect our business, financial condition, operating results or non-operating results.

Recent Acquisitions

Acquisition of Gresham

        On December 31, 2011, we completed the acquisition of a 60% stake (the "Gresham Transaction") in both Gresham Investment Management LLC and Gresham Asset Management LLC ("Gresham"). Gresham specializes in the management of diversified commodity investment portfolios using commodity futures and options. We have the option to purchase an additional 5%, 5% and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing of the Gresham Transaction, respectively.

Strategic Combination with FAF Advisors

        On December 31, 2010, we completed the acquisition of the long-term asset management business of U.S. Bank National Association's FAF Advisors, including the assets of FAF Advisors used in providing investment advisory services to the long mutual funds marketed under the First American funds name (the "FAF Transaction").

42

Summary of Operating Results

        The table presented below highlights the results of our operations for the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in millions)
Net flows of investment products	$	(8,784	)	$	(14,242	)	$	13,834
Assets under management(1)		220,504			218,555			220,096
Operating revenues		1,076.3			1,104.0			1,029.2
Operating expenses		762.5			1,419.3			748.7
Operating other—contingent consideration		87.2			(29.3	)		—
Other income/(expense)		(96.8	)		(120.1	)		30.0
Net interest expense		(283.8	)		(340.3	)		(320.4	)
Consolidated VIEs and funds, net		11.9			(72.9	)		(16.5	)
Income tax expense/(benefit)		(42.4	)		(240.7	)		(6.3	)
Noncontrolling interest net income/(loss)		29.5			(66.2	)		(7.2	)
Net income/(loss) attributable to Nuveen Investments		45.2			(571.0	)		(13.0	)

(1)

At period end.

Results of Operations

        The following tables and discussion and analysis contain important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with the accompanying 2013 consolidated financial statements and related notes.

        We present certain information below regarding our results of operations in three categories of investment products and services: retail advisory, institutional and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products and private funds.

        We also present certain information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies, and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

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Assets Under Management

        The following table provides information regarding the composition of our assets under management for the three years ended December 31, 2013:

	Year Ended December 31,
	2013		2012		2011
	(dollars in millions)
Product
Retail Advisory	$	87,692	$	86,469	$	84,096
Institutional		62,229		60,707		72,665
Structured Products		70,583		71,379		63,335
Total	$	220,504	$	218,555	$	220,096

	Year Ended December 31,
	2013		2012		2011
	(dollars in millions)
Strategy
Credit Based Strategies	$	118,536	$	120,910	$	104,037
Equity Based Strategies		77,099		72,474		95,817
Multi-Strategy and Alternative Assets		24,869		25,171		20,242
Total	$	220,504	$	218,555	$	220,096

        Changes in the level of our assets under management are primarily a result of two factors: (1) the market value of the assets held in the investment portfolios we manage; and (2) our investment product net flows, which represents sales/reinvestments (inflows) minus redemptions (outflows).

        Changes in asset mix across both product and strategy have a direct impact on our operating income. Asset mix impacts total revenue due to the differences in fee rates earned on each product and strategy. Equity based strategy and multi-strategy and alternative asset products generally have higher management fee rates than credit based strategy products. Likewise, fee rates on structured products are generally higher than fee rates on retail advisory and institutional products.

        The following table provides information regarding our assets under management as a percent of total assets for the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
Product
Retail Advisory		39.8	%		39.5	%		38.2	%
Institutional		28.2	%		27.8	%		33.0	%
Structured Products		32.0	%		32.7	%		28.8	%

	Year Ended December 31,
	2013			2012			2011
Strategy
Credit Based Strategies		53.7	%		55.3	%		47.3	%
Equity Based Strategies		35.0	%		33.2	%		43.5	%
Multi-Strategy and Alternative Assets		11.3	%		11.5	%		9.2	%

44

        Our asset mix by product remained relatively stable during 2013. Within both retail advisory and institutional products, net outflows were offset by market appreciation, while within structured products, net inflows were offset by market depreciation. As a result, total asset levels remained relatively flat year over year. During 2012, we experienced a shift in our asset mix by product, away from institutional and into both retail advisory and structured products. This shift was largely the result of significant net outflows experienced on our institutional global equity products following the departure in March 2012 of the Co-President and Chief Investment Officer of our subsidiary, Tradewinds.

        During the first six months of 2013, our asset mix by strategy shifted toward credit based strategies as a result of net outflows in our equity based strategies and strong demand for municipal and fixed income products. This shift was reversed in the last six months of 2013, primarily as a result of strong equity market appreciation and outflows on municipal bond products. As a result, our asset mix by strategy at December 31, 2013 was fairly unchanged from the beginning of the year, with only a slight shift from credit based strategies to equity based strategies. During 2012, we experienced a significant shift in the composition of our assets by strategy away from equity based and into credit based strategies, driven largely by outflows on our global equity products following the departure in March 2012 of the Co-President and Chief Investment Officer of Tradewinds.

Net Flows

        The following table provides information regarding the composition of our net flows for the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in millions)
Product
Retail Advisory	$	(2,305	)	$	(2,433	)	$	255
Institutional		(9,172	)		(16,752	)		12,097
Structured Products		2,693			4,943			1,482
Total	$	(8,784	)	$	(14,242	)	$	13,834
Strategy
Credit Based Strategies	$	4,003		$	10,760		$	1,186
Equity Based Strategies		(13,794	)		(29,105	)		12,835
Multi-Strategy and Alternative Assets		1,007			4,103			(187	)
Total	$	(8,784	)	$	(14,242	)	$	13,834

        For the year ended December 31, 2013, we experienced net outflows of $8.8 billion, a year-over-year improvement of $5.4 billion, when compared to $14.2 billion of net outflows during 2012. Structured product net inflows of $2.7 billion were driven by $1.7 billion of closed-end fund and $1.0 billion of CLO/CDO net inflows. Net inflows into structured products were more than offset by net outflows in our retail advisory and institutional products. Institutional product net outflows of $9.2 billion were the result of $11.5 billion of net outflows on equity based strategies, offset by $1.3 billion of net inflows on credit based strategies and $1.0 billion of net inflows on our multi-strategy and alternative asset strategies. Outflows on our retail advisory products of $2.3 billion were driven mainly by outflows on our equity based strategies as a result of management changes at Winslow and continued outflows as a result of the management changes at Tradewinds.

45

        For the year ended December 31, 2012, we experienced net outflows of $14.2 billion, a year-over-year decline of $28.1 billion, when compared to $13.8 billion of net inflows during 2011. As mentioned previously, this was largely due to the departure of the Co-President and Chief Investment Officer of Tradewinds. Partially offsetting the equity based strategy outflows, was a significant increase in flows in our municipal credit based strategies, predominantly on our retail advisory products. Within the multi-strategy and alternative assets category, commodity strategy flows accounted for $2.9 billion of the $4.3 billion increase in net flows year-over-year. Approximately $1.9 billion of the commodity strategy flows were in institutional products while the remaining $1.0 billion were in structured products.

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        The following table shows the components of the change in our assets under management by product during the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in millions)
Retail Advisory
Beginning Assets Under Management	$	86,469		$	84,096		$	85,464
Gross Sales/Reinvestments		27,769			26,768			26,257
Reallocation of Assets		304			(44	)		139
Redemptions		(30,378	)		(29,157	)		(26,141	)
Net Flows		(2,305	)		(2,433	)		255
Acquisitions		—			—			—
Appreciation/(Depreciation)		3,528			4,806			(1,623	)
Ending Assets Under Management	$	87,692		$	86,469		$	84,096
Institutional
Beginning Assets Under Management	$	60,707		$	72,665		$	58,022
Gross Sales/Reinvestments		11,048			13,842			26,391
Reallocation of Assets		(304	)		412			(139	)
Redemptions		(19,916	)		(31,006	)		(14,155	)
Net Flows		(9,172	)		(16,752	)		12,097
Acquisitions		—			—			5,373
Appreciation/(Depreciation)		10,694			4,794			(2,827	)
Ending Assets Under Management	$	62,229		$	60,707		$	72,665
Structured Products
Beginning Assets Under Management	$	71,379		$	63,335		$	53,316
Gross Sales/Reinvestments		5,496			6,663			2,396
Reallocation of Assets		—			(368	)		—
Redemptions		(2,803	)		(1,352	)		(914	)
Net Flows		2,693			4,943			1,482
Acquisitions		—			—			7,429
Appreciation/(Depreciation)		(3,489	)		3,101			1,108
Ending Assets Under Management	$	70,583		$	71,379		$	63,335
Total
Beginning Assets Under Management	$	218,555		$	220,096		$	196,802
Gross Sales/Reinvestments		44,313			47,273			55,044
Reallocation of Assets		—			—			—
Redemptions		(53,097	)		(61,515	)		(41,210	)
Net Flows		(8,784	)		(14,242	)		13,834
Acquisitions		—			—			12,802
Appreciation/(Depreciation)		10,733			12,701			(3,342	)
Ending Assets Under Management	$	220,504		$	218,555		$	220,096

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        The following table shows the components of the change in our assets under management by strategy during the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in millions)
Credit Based Strategies
Beginning Assets Under Management	$	120,910		$	104,037		$	98,356
Gross Sales/Reinvestments		24,954			22,432			14,388
Reallocation of Assets		—			404			—
Redemptions		(20,951	)		(12,076	)		(13,202	)
Net Flows		4,003			10,760			1,186
Acquisitions		—			—			—
Appreciation/(Depreciation)		(6,377	)		6,113			4,495
Ending Assets Under Management	$	118,536		$	120,910		$	104,037
Equity Based Strategies
Beginning Assets Under Management	$	72,474		$	95,817		$	90,907
Gross Sales/Reinvestments		12,873			17,512			38,479
Reallocation of Assets		(17	)		(1,020	)		—
Redemptions		(26,650	)		(45,597	)		(25,644	)
Net Flows		(13,794	)		(29,105	)		12,835
Acquisitions		—			—			—
Appreciation/(Depreciation)		18,419			5,762			(7,925	)
Ending Assets Under Management	$	77,099		$	72,474		$	95,817
Multi-Strategy and Alternative Assets
Beginning Assets Under Management	$	25,171		$	20,242		$	7,539
Gross Sales/Reinvestments		6,486			7,329			2,178
Reallocation of Assets		17			616			—
Redemptions		(5,496	)		(3,842	)		(2,365	)
Net Flows		1,007			4,103			(187	)
Acquisitions		—			—			12,802
Appreciation/(Depreciation)		(1,309	)		826			88
Ending Assets Under Management	$	24,869		$	25,171		$	20,242
Total
Beginning Assets Under Management	$	218,555		$	220,096		$	196,802
Gross Sales/Reinvestments		44,313			47,273			55,045
Reallocation of Assets		—			—			—
Redemptions		(53,097	)		(61,515	)		(41,211	)
Net Flows		(8,784	)		(14,242	)		13,834
Acquisitions		—			—			12,802
Appreciation/(Depreciation)		10,733			12,701			(3,342	)
Ending Assets Under Management	$	220,504		$	218,555		$	220,096

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Investment Advisory Fees

        The following table shows investment advisory fee revenue, net of sub-advisory fees, fee waivers and expense reimbursements, for the three years ended December 31, 2013:

	Year Ended December 31,
	2013		2012		2011
	(dollars in thousands)
Retail Advisory	$	390,278	$	382,157	$	405,360
Institutional		210,758		254,085		260,247
Structured Products		376,378		355,487		308,293
Total	$	977,414	$	991,729	$	973,900

        Advisory fees of $977.4 million for the year ended December 31, 2013 were fairly consistent with the $991.7 million in advisory fees in 2012. Advisory fees on retail advisory products increased 2%. While assets under management on institutional products increased approximately 3% during the year, advisory fees on these same products declined 17% year over year. This decline was largely driven by the carry over impact of the net outflows in institutional products we experienced in 2012. Advisory fees on structured products increased 6% for the year, despite a slight decline in assets under management on these products. This was largely the result of the carryover impact of the net inflows in structured products we experienced in 2012.

        Advisory fees of $991.7 million for the year ended December 31, 2012 increased $17.8 million, or 2%, from 2011. Advisory fees declined on retail advisory products as a result of the overall decline in net assets experienced during the year. Structured products advisory fees increased as a result of an increase in assets under management. Institutional and structured products advisory fees were favorably impacted by the inclusion of Gresham advisory fees in 2012.

Income from CLOs/CDOs

        Income from consolidated CLOs/CDOs represents the retained income earned by Nuveen Investments in connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

	Year Ended December 31,
	2013		2012		2011
	(dollars in thousands)
Advisory based income	$	27,513	$	21,668	$	16,008
Performance based/other income		23,317		11,730		3,247
Total	$	50,830	$	33,398	$	19,255

        Income from CLOs/CDOs increased $17.4 million during the year ended December 31, 2013 compared to the prior year primarily as a result of higher performance based income.

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Product Distribution Revenue

        The following table shows product distribution revenue for the three years ended December 31, 2013:

	Year Ended December 31,
	2013		2012		2011
	(dollars in thousands)
Retail Advisory	$	19,859	$	19,287	$	19,528
Structured Products		766		2,391		689
Total	$	20,625	$	21,678	$	20,217

        For the year ended December 31, 2013, product distribution revenue declined $1.1 million, or 5%, from 2012. This decline was the result of a decline in underwriting revenue earned on structured products. Underwriting revenue declined as a result of a reduction in the number and size of closed-end fund offerings during 2013, when compared to 2012. Distribution revenue on retail advisory products increased as a result of an increase in mutual fund sales.

        For the year ended December 31, 2012, product distribution revenue increased $1.5 million, or 7%, from 2011. This increase was mainly attributable to higher closed-end fund underwriting revenue, which resulted from an increase in the number of closed-end fund offerings during 2012. Mutual fund distribution revenue declined $0.2 million for the year ended December 31, 2012 despite an increase in mutual fund sales in 2012. Mutual fund distribution revenue declined as a result of our decision to no longer offer the B-share mutual fund share class. There is a corresponding decline in distribution expense (included in operating expenses) on B-shares related to this decline in revenue.

Performance Fees/Other Revenue

        Performance fees/other revenue consists of performance fees earned on institutional and private fund assets managed, consulting revenue, and model/research fees.

        Performance fees/other revenue for 2013 were $27.5 million, a decline of $29.7 million from the $57.2 million earned in 2012. This decline was mainly attributable to a decline in performance fees earned on commodity based private funds and managed accounts managed by Gresham.

        Performance fees/other revenue for 2012 were $57.2 million, an increase of $41.3 million from 2011. Included in 2012 performance fees/other revenue are $40.8 million of performance fees from Gresham, which was acquired on December 31, 2011. Not including Gresham, 2012 performance fees/other revenue increased $0.6 million, or 4%, from 2011, mainly as a result of an increase in fees on alternative products managed by Symphony.

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Operating Expenses

        The following table shows operating expenses for the three years ended December 31, 2013:

	Year Ended December 31,
	2013		2012		2011
	(dollars in thousands)
Compensation and Benefits	$	468,914	$	472,854	$	432,830
Severance		21,309		23,075		4,520
Advertising and Promotional Costs		13,643		15,134		12,881
Occupancy and Equipment Costs		49,477		44,418		45,392
Amortization of Intangible Assets		39,912		69,271		72,316
Travel and Entertainment		17,845		19,288		16,965
Distribution Expense		57,398		55,841		50,893
Outside and Professional Services		52,329		60,750		67,745
Intangible Asset Impairment		—		586,715		—
Other Operating Expenses		41,671		72,001		45,202
Total	$	762,498	$	1,419,347	$	748,744

Compensation and Benefits

        During 2013, compensation and related benefits declined $3.9 million, or 1%. This decline was due mainly to reductions in compensation expense as a result of reductions late in 2012 and during 2013.

        During 2012, compensation and related benefits increased $40.0 million, or 9%. This increase was largely the result of headcount additions and increased compensation expense relating to the Gresham Transaction. Compensation and related benefits expense for 2012 also increased as a result of the creation of new long-term incentive programs during the year.

Severance

        Severance expense in both 2013 and 2012 was the result of internal restructurings.

Advertising and Promotional Costs

        During 2013, advertising and promotional costs declined $1.5 million, or 10%, mainly as a result of a decline in advertising spending.

        During 2012, advertising and promotional costs increased $2.3 million, or 18%, mainly as a result of increased advertising and promotional costs following the Gresham Transaction.

Occupancy and Equipment Costs

        During 2013, occupancy and equipment costs increased $5.1 million primarily as a result of a $3.1 million increase in the amortization of computer software. The remaining cause of increased occupancy and equipment costs relates to gains/losses on subleased space, space attributable to a portion of our leased space in Los Angeles, California. During 2012, we recorded a $1.0 million expense reduction when space that had previously been vacated was subleased. This resulted in a year-over-year increase in expense of $2.8 million. These increases were partially offset by a decline in repairs and maintenance.

        During 2012, occupancy and equipment costs declined $1.0 million. This overall decline is the net result of a $7.0 million improvement in gain/loss on the disposal of leaseholds and fixed assets, offset by a $5.4 million increase in depreciation and a $0.5 million increase in rent and electricity. During

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2011, we recorded a $5.9 million loss attributable to the closing of a portion of our leased space in Los Angeles, California. During 2012, we recorded a partial recovery of that loss when a portion of the space was sub-leased. This resulted in the $7.0 million year-over-year improvement. The increase in depreciation expense is the result of capital spending related to integration activities following the FAF Transaction. This integration was performed over a span of approximately two years. The increase in rent and electricity is the result of increased expense following the Gresham Transaction.

Amortization of Intangible Assets

        Amortization expense for intangible assets declined $29.4 million during 2013. This decline was the result of the $586.7 million impairment charge taken during the second quarter of 2012. The impairment charge lowered amortizable intangible assets and correspondingly decreased amortization expense.

        During 2012, amortization expense for intangible assets declined $3.0 million. This decline primarily was the combined result of our recording $23.2 million of amortization expense during 2012 for intangible assets resulting from the Gresham Transaction, offset by a $26.2 million decline in amortization expense resulting from the $586.7 million impairment charge on intangible assets taken during the second quarter of 2012.

Travel and Entertainment

        During 2013, travel and entertainment expenses declined $1.4 million, primarily as a result of reductions in travel related to integration activities and a reduction in internal meeting expense due to timing of our national sales meetings.

        During 2012, travel and entertainment expenses increased $2.3 million primarily as a result of increased expense following the Gresham Transaction.

Distribution Expense

        During 2013, distribution costs increased $1.6 million, or 3%, mainly as a result of an increase in mutual fund assets.

        During 2012, distribution costs increased $4.9 million, or 10%, mainly as a result of an increase in mutual fund assets.

Outside and Professional Services

        During 2013, outside and professional services expense declined $8.4 million, or 14%. This decrease was driven by declines in legal fees, consulting fees and fees paid to outside service providers.

        During 2012, outside and professional services expense declined $7.0 million, or 10%. This decrease was driven by non-recurring consulting and legal fees incurred in the prior year.

Intangible Asset Impairment

        As a result of outflows in our assets under management during the first half of 2012, we identified $586.7 million of non-cash intangible asset impairment as of June 30, 2012. The impairment was the result of goodwill and intangible asset valuation reviews triggered by outflows in our managed account reporting unit. For additional information, refer to Note 1, "Basis of Presentation and Summary of Significant Accounting Policies—Goodwill and Intangibles: 2012 Impairment" to the accompanying December 31, 2013 consolidated financial statements.

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All Other Operating Expenses

        During 2013, all other operating expenses, including structuring fees, recruiting, fund organization costs, trade errors and other expenses, declined $30.3 million. Approximately $28.7 million of the decline was due to declines in structuring and syndication fees on new closed-end fund offerings.

        During 2012, all other operating expenses, including structuring fees, recruiting, fund organization costs, trade errors and other expenses, increased $26.8 million. Approximately $26.3 million of the increase was due to increased structuring and syndication fees on new closed-end fund offerings.

Operating Other: Contingent Consideration

        Contingent consideration represents changes in the estimated value of the Gresham contingent consideration. During 2013, we recorded a gain of $87.2 million. During 2012, we recorded expense of $29.3 million. The decline in the fair market value of the contingent consideration during 2013 was due mainly to the recent decline in the commodity markets and subsequently lower assets under management, as well as a decline in performance fees. This resulted in lower Gresham EBITDA, upon which the contingent consideration is based, relative to the projections at the end of the prior year.

Other Income/(Expense)

        Other income/(expense) includes realized gains and losses on investments, transaction costs, loss on debt transactions and miscellaneous income/(expense), including gain or loss on the disposal of property.

        The following is a summary of other income/(expense) for the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in thousands)
Gains/(Losses) on Investments	$	7,605		$	22,583		$	35,620
Transaction Costs		(261	)		890			(8,535	)
Loss on Debt Transactions		(103,726	)		(143,274	)		—
Miscellaneous Income/(Expense)		(409	)		(250	)		2,890
Total	$	(96,791	)	$	(120,051	)	$	29,975

        Other income/(expense) increased $23.3 million during 2013, primarily as a result of lower losses on debt transactions, which were partially offset by lower gains on investments. Gains on investments during 2013 resulted from realized gains on our seed capital investments. During 2012, gains on investments also included $17.4 million of gains resulting from the change in fair value of interest rate swaps terminated in November 2012. Included in the loss on debt transactions for 2013 are $35.6 million in call premiums that we paid in connection with the refinancing of loans under our senior secured credit facility and a $68.0 million write-off of the remaining unamortized discount and debt issuance costs related to such loans. These debt transactions are discussed further in "—Capital Resources, Liquidity and Financial Condition—Debt" below.

        During 2012, other income/(expense) declined $150.0 million, primarily driven by the $143.3 million loss we recorded for the debt transactions further discussed in "—Capital Resources, Liquidity and Financial Condition—Debt" below. Included in the $143.3 million loss on debt transactions are a $30.0 million call premium and $52.5 million of accelerated expense related to the then-remaining unamortized costs associated with the February 29, 2012 debt transactions, as well as $39.1 million in tender premium, $3.7 million in call premium, consent fees and amendment fees, and $17.6 million of accelerated expense relating to the then-remaining unamortized costs associated with

53

the September 19, 2012 debt transactions. Gains on investments declined $13.0 million, due to a combination of $4.6 million in lower unrealized gains from the change in fair value of our debt derivatives, and $12.6 million in lower gains on our seed capital investments, offset by $3.8 million in higher gains related to the change in estimated fair value of our ownership position in CLO/CDOs managed by one of our subsidiaries, Symphony Asset Management, and $0.4 million of higher capital gain distributions from our seed capital investments.

Consolidated VIEs and Funds, net

        Consolidated VIEs and Funds, net represents income/(loss) from variable interest entities and funds required to be consolidated into our financial statements. For further information, refer to Note 3, "Consolidated Variable Interest Entities," in the accompanying consolidated financial statements.

Net Interest Expense

        The following is a summary of net interest expense for the three years ended December 31, 2013:

	Year Ended December 31,
	2013			2012			2011
	(dollars in thousands)
Dividends and Interest Income	$	5,885		$	5,290		$	3,684
Interest Expense		(289,644	)		(345,560	)		(324,100	)
Total	$	(283,759	)	$	(340,270	)	$	(320,416	)

        Net interest expense declined $56.5 million in 2013 compared to 2012. This decline is due mainly to the roll-off of certain interest rate hedges in the fourth quarter of 2012, as well as the re-pricing of loans under our senior secured credit facility in February and April 2013. This decline was partially offset by an increase in interest expense due to an increase in the overall level of outstanding debt resulting from our September 2012 debt transactions. Refer to "—Capital Resources, Liquidity and Financial Condition—Debt" heading below for additional information.

        Net interest expense increased $19.9 million in 2012 compared to 2011, mainly as a result of higher interest expense, which was caused by a higher level of outstanding debt.

Capital Resources, Liquidity and Financial Condition

        Our primary liquidity needs are to fund capital expenditures, service indebtedness and support working capital requirements. Our principal sources of liquidity are cash flows from operating activities and borrowings under our senior secured credit facility and senior unsecured notes.

        The following table presents selected significant components of our statement of cash flows for the years ended December 31, 2013, 2012 and 2011:

	Year Ended December 31,
	2013			2012			2011
	Dollars in thousands
Cash provided by operating activities	$	145,624		$	60,148		$	180,952
Cash provided by/(used for) financing activities		(66,279	)		239,648			288,477
Cash used in investing activities(1)		(45,026	)		(221,721	)		(395,170	)

(1)

Excludes net change in cash from consolidated VIEs and funds

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Cash from operating activities

        Cash flows from operating activities primarily include the receipt of investment advisory fees, performance fees and distribution fees offset by the payment of operating expenses incurred in the normal course of business, including the effect of cash payments related to year-end incentive compensation.

        Cash provided by operating activities for the year ended December 31, 2013 was $145.6 million, an increase of $85.5 million from the $60.1 million in 2012. The increase was primarily the result of a $49.8 million reduction in cash interest expense as the result of debt refinancing. In addition, during 2012, $39.1 million in liabilities accrued at the time of the Gresham closing were paid, reducing cash flow from operating activities in 2012.

        Cash provided by operating activities for the year ended December 31, 2012 were $60.1 million, a decline of $120.9 million from $181.0 million in 2011. The decline is primarily the result of a decline of $39.1 million in accrued liabilities at Gresham, a $66.9 million increase as a result of the timing of incentive compensation payments as well as an increase in cash interest expense of $26.6 million.

Cash from financing activities

        Cash flows from financing activities reflect distributions to non-controlling interests, the purchase of non-controlling interests in our investment affiliates and proceeds and payments associated with our debt.

        Cash outflows from financing activities for the year ended December 31, 2013 were $66.3 million driven mainly by $49.1 million in payments related to the refinancing of our debt. This amount compares unfavorably to cash from financing activities for the year ended December 31, 2012, during which we raised $239.6 million, primarily from the issuance of new debt.

        Cash inflows from financing activities for the year ended December 31, 2012 were $239.6 million and included $226.3 million of net proceeds from loans and notes payable. This compares unfavorably to the $288.5 million provided by financing activities in 2011, which primarily consisted of proceeds from loans payable used to finance the Gresham transaction.

Cash used in investing activities

        Cash flows from investing activities consist primarily of the purchase of equipment and leasehold improvements and cash paid in acquisitions and seed capital investments that we make in connection with the development of new investment products.

        Cash outflows from investing activities, excluding the impact of consolidated VIEs, for the year ended December 31, 2013 were $45.0 million and primarily included $18.7 million for the purchase of property and equipment, $35.1 million in funding for our mutual fund incentive program, offset by $7.2 million in net proceeds from the sale of investment securities.

        Cash outflows from investing activities, excluding the impact of consolidated VIEs, for the year ended December 31, 2012 were $177.3 million and consisted primarily of $157.2 million in additional consideration paid related to the Winslow acquisition, $44.2 million for the purchase of property and equipment, $15.0 million in funding for our mutual fund incentive program and $6.4 million in net purchases of investment securities.

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Liquidity

        The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Capital resources at December 31, 2013 and 2012 were as follows:

	Year Ended December 31,
	2013		2012
	Dollars in thousands
Cash and cash equivalents(1)	$	324,717	$	290,289
Credit Facility—undrawn		190,000		190,000
Total Liquidity	$	514,717	$	480,289

(1)

Does not include cash and cash equivalents held by consolidated VIEs as the Company cannot access such cash to use in its operating activities

        Total liquidity increased $34.4 million during the year ended December 31, 2013 primarily reflecting positive operating cash flows, partially offset by debt refinancing costs and the funding of our long-term mutual fund incentive program.

        We believe that funds generated from operations and existing cash reserves will be adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future. Our ability to continue to fund these items, to service debt and to maintain compliance with covenants in our debt agreements may be affected by general economic, financial, competitive, legislative, legal and regulatory factors and by our ability to refinance or repay outstanding indebtedness with scheduled maturities beginning in September 2015. In the event that we are unable to repay any of our outstanding indebtedness as it becomes due, we might need to explore alternative strategies for funding, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, securing alternative sources of funding might not be feasible, which could result in further adverse effects on our financial condition.

        Our senior secured credit facility includes a financial maintenance covenant requiring us to maintain a maximum ratio of net first lien secured indebtedness to adjusted EBITDA (as defined in the credit agreement). Refer to "—Capital Resources, Liquidity and Financial Condition—Senior Secured Credit Facility—Covenants" heading below. At December 31, 2013, this maximum ratio was 5.75:1.00. At December 31, 2013, we were in compliance with this covenant, as our actual ratio of net first lien secured indebtedness to adjusted EBITDA was 4.56:1.00 based on $2,247 million of net first lien secured indebtedness and adjusted EBITDA of $492.4 million. In addition, as of December 31, 2013, we were in compliance with all other covenants and restrictions in our debt agreements.

Debt

        In 2007, a group of private equity investors led by MDP acquired all of our outstanding capital stock. As a result of that transaction and the related financing transactions (collectively, the "MDP Transactions"), we significantly increased our level of debt. At December 31, 2013, we had approximately $4.5 billion in aggregate principal amount of indebtedness outstanding and had limited additional borrowing capacity.

        We have four types of debt obligations: (1) first-lien term loans; (2) second-lien term loans; (3) first-lien revolving credit facility; and (4) senior unsecured notes. Each is discussed in detail below.

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Senior Secured Credit Facility

Overview

        In connection with the MDP Transactions, we entered into a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

        On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

        On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facility. All proceeds of the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

        On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

        On September 19, 2012, we amended our senior secured credit facility pursuant to which, among other things, we:

•

obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

•

used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

•

extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

•

used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

•

obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

        After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment,

57

had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

        Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

        Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal amount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

Principal Amounts Outstanding

        At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

        At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

Maturity

        Subject to the springing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the commitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

        The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement governing our senior secured credit facility) for the most recently ended four fiscal quarters.

        Under the terms of the credit agreement governing our senior secured credit facility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in the case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a pari passu basis, (ii) the issuance of second-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a second-lien basis, (iii) the issuance of unsecured senior notes or loans, and/or (iv) the incurrence of new classes of term loans and/or revolving credit commitments under the credit

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agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

Prepayments

        The credit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to be prepaid at par, except that voluntary prepayments of the Tranche B Second-Lien Term Loans prior to April 29, 2014 would be subject to a 1.0% prepayment premium.

        We may be required to make a mandatory prepayment of the borrowings outstanding under our senior secured credit facility in certain circumstances, including a material sale of our assets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

Guarantors and Security

        All obligations under our senior secured credit facility are guaranteed by Parent, and each of our present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under our senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of our capital stock and the capital stock of certain of our subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by us or any guarantor and (ii) on a first-lien basis by substantially all of our and each guarantor's present and future assets, except that the Tranche B Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis.

Interest and Fees

        The Tranche B First-Lien Term Loans bear interest at a rate per annum of LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "—Recent Updates to Authoritative Accounting Literature—Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

        In addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.

Covenants

        The credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash

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equivalents to (ii) consolidated adjusted EBITDA (as defined in the credit agreement) of 5.75:1.00 (the "senior secured net leverage ratio"). The credit agreement also contains a number of other covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change our line of business or engage in certain transactions with affiliates.

Covenant Compliance

        Under the indentures governing our notes and the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making certain investments, refinancing certain indebtedness, making certain restricted payments including dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on adjusted EBITDA. In addition, the credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness less unrestricted cash and cash equivalents to (ii) adjusted EBITDA of 5.75:1.00. Step downs in the interest rate spread applicable to loans under our senior secured credit facility are based upon the same ratio used in the financial covenant.

        "Adjusted EBITDA" is defined as consolidated net income/(loss) before net interest expense, income tax/(benefit), depreciation and amortization and income/(expense) attributable to consolidated variable interest entities, further adjusted for non-cash compensation, structured product distribution expense, retention, severance and recruiting expense, goodwill, intangible and other impairments, acquisitions, and certain other non-cash, non-recurring and other items.

        We believe that the presentation of adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, the financial maintenance covenant in the credit agreement governing our senior secured credit facility. We caution investors that amounts presented in accordance with our definition of adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate adjusted EBITDA in the same manner. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income/(loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

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        The following table sets forth a reconciliation of net income (loss) attributable to Nuveen Investments, as determined under GAAP, to adjusted EBITDA:

	Year ended December 31, 2013
	(in thousands)
Net income attributable to Nuveen Investments	$	45,228
Net income attributable to Symphony CLO V		(4,725	)
Net interest expense excluding consolidated variable interest entities		283,759
Income tax benefit		(42,385	)
Depreciation and amortization		69,309
Non-cash compensation		51,013
Structured products distribution expense(a)		10,116
Retention, severance, and recruiting expense(b)		51,690
Goodwill, intangible and other impairment		—
Acquisitions(c)		(87,301	)
Other adjustments(d)		115,733
Adjusted EBITDA	$	492,437

(a)

Structured products distribution expense represents structuring fees and upfront distribution costs paid for closed-end funds, mutual funds, and other structured products such as collateralized loan and debt obligations.

(b)

Retention, severance, and recruiting expense represents costs associated with employee retention programs, costs related to employee severance agreements and costs to recruit employees, such as relocation expense.

(c)

Includes the fair value adjustment on the Gresham contingent consideration.

(d)

Other adjustments include, but are not limited to, non-recurring items, such as gains and losses on certain investments, impairment charges, loss on debt restructuring, and other adjustments.

Events of Default

        The credit agreement governing our senior secured credit facility contains customary events of default including: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts due under our senior secured credit facility; inaccuracy of representations or warranties in any material respect; failure to perform or observe covenants set forth in the documentation governing our senior secured credit facility; cross-defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; loss of lien perfection or priority on a material portion of the collateral; invalidity of guarantees or security documents; ERISA events; and a change of control.

Senior Unsecured Notes

9.125% Senior Notes due 2017 / 9.5% Senior Notes due 2020

        On September 19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of (i) $500,000,000 aggregate principal amount of 9.125% senior notes due 2017 (the "2017 Notes") and (ii) $645,000,000 aggregate principal amount of 9.5% senior notes due 2020 (the "2020 Notes" and together with the 2017 Notes, the "2017/2020 Notes"). The 2017 Notes will mature on October 15, 2017 and accrue interest at the rate of 9.125% per year. The 2020 Notes will mature on October 15, 2020

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and accrue interest at the rate of 9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to repurchase and redeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

        We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014		106.844	%
2015		104.563	%
2016 and thereafter		100.000	%

        We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016		104.750	%
2017		102.375	%
2018 and thereafter		100.000	%

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        The indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

        The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

        The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our obligations under the registration rights agreements, we will be required to pay additional interest to holders of the 2017/2020 Notes.

5.5% Senior Notes due 2015

        We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.5% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5.5% senior notes are not guaranteed by any of our subsidiaries.

        We may redeem the 5.5% senior notes, in whole or in part, at any time upon payment of a redemption price equal to (i) the greater of (a) 100% of the principal amount of the 5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5.5% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

        The indenture governing the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to create liens on the capital stock of our significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) that secure debt senior to the 5.5% senior notes, dispose of the capital stock of any of our significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.

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Derivative Instruments

        From time to time, we seek to offset our exposure to changing interest rates under our debt financing arrangements by entering into interest rate hedging contracts. We have entered into four five-year forward-starting interest rate swap contracts under which we agreed to pay an amount equal to a specified fixed rate of interest on a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest on the same notional principal amount. The swap contracts have an effective date of December 31, 2014 and a termination date of December 31, 2019. Under the swap contracts, we receive one-month LIBOR and pay a fixed rate of 1.74% (on a weighted average basis) on an initial notional amount of $1.5 billion, which decreases to $1.25 billion on December 31, 2017 and to $1.0 billion on December 31, 2018. Our obligations under these swap contracts are guaranteed and secured on a pari passu basis with the first-lien loans outstanding under our senior secured credit facility.

Aggregate Contractual Obligations

        We have contractual obligations to make future payments under short-term and long-term debt, as well as long-term non-cancelable lease agreements. The following table summarizes these contractual obligations at December 31, 2013 (excludes debt from consolidated VIEs):

	Principal Payments on Debt(1)		Estimated Interest Payments on Debt(2)		Estimated Payments/ (Receipts)— Derivative Transactions(2)			Operating Leases(3)		Total
	(dollars in thousands)
2014		—	$	264,887		—		$	16,607	$	281,494
2015	$	300,000		266,650	$	19,798			17,515		603,963
2016		—		277,357		7,450			18,053		302,860
2017		3,061,251		192,466		(7,884	)		17,309		3,263,142
2018		—		103,558		(16,052	)		17,286		104,792
Thereafter		1,145,000		116,917		(18,388	)		88,438		1,331,967
Total	$	4,506,251	$	1,221,835	$	(15,076	)	$	175,208	$	5,888,218

(1)

Quarterly principal payments are not required.

(2)

Future payments on the term loan facility (which are based on a floating interest rate of LIBOR) and the estimate payments/(receipts)—derivative transactions were estimated using a forward yield curve (as of 2/10/14). The assumed LIBOR rates were: 0.18% for 2014, 0.43% for 2015, 1.24% for 2016, 2.25% for 2017, 3.00% for 2018.

(3)

Operating leases represent the minimum rental commitments under non-cancelable operating leases. We have no significant capital lease obligations.

Contingent Consideration

        In connection with our 2008 acquisition of Winslow Capital, we became contingently liable to make additional purchase price payments to the sellers, up to a maximum of $180.0 million in the aggregate. The final payment, in the amount of $16.3 million was made during the first quarter of 2014.

        In connection with our acquisition of Gresham in 2011, we became contingently liable to make additional purchase price payments to the sellers. There is no maximum as it relates to this additional contingent consideration. These payments are primarily contingent upon the growth in Gresham's EBITDA during each year in the five year period ending 2016. We do not expect to make a payment

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under this arrangement in 2014. At December 31, 2013, we have $37.2 million recorded as the fair value of this contingent consideration.

Redeemable Non-Controlling Interests at Gresham

        On December 31, 2011, we acquired 60% of the equity interests of Gresham. The holders of a portion of the 40% of equity interests that we did not purchase have the option to require us to purchase their interests at the later of the holder's death or disability or the fifth anniversary of the acquisition date. At December 31, 2013 and 2012, the Company had $194.1 million and $201.8 million, respectively, recorded on its consolidated balance sheets for Gresham redeemable noncontrolling interests.

Affiliate Equity Programs

        In order to allow key individuals to participate in the earnings growth and cash flows of their respective businesses, we have instituted equity programs at each of our affiliated investment managers. During 2011, equity programs were put in place for Symphony, Santa Barbara, NWQ and NAM. During 2012, equity programs were put in place for Tradewinds and Winslow Capital. The equity program at Gresham pre-existed the acquisition and remains in place.

        Each of the affiliate equity programs consists of profits interests, which are generally subject to multi-year vesting periods. The fair market value of the profits interests, determined as of their grant date, is amortized as an expense over the term of the applicable vesting period. Holders of profits interests are entitled to receive a distribution of the cash flow from their business. With respect to certain of the profits interests, distributions are only made to the extent such cash flow exceeds certain thresholds. Furthermore, distributions with respect to certain of the profits interests are subject to an annual cap. During the years ended December 31, 2013 and 2012, we recorded approximately $15.4 million and $12.2 million, respectively, of income attributable to these noncontrolling interests.

        Interests held by non-controlling interest holders at each of our affiliates other than Gresham are not subject to mandatory redemption. The purchase of non-controlling interests is predicated, for each of them, on the exercise of a series of puts held by non-controlling interest holders and calls held by us. Neither the exercise of the puts nor the exercise of the calls is contingent upon the non-controlling interest holders remaining employed by the affiliated entity. Generally, the puts provide the non-controlling interest holders the right to require us to purchase all of their interests upon the occurrence of certain events, such as death or disability, or specified percentages of their interests at specified intervals over time following certain other events, such as a sale of the Company. The calls generally provide us with the right to require the non-controlling interest holders to sell their equity interests to us at specified intervals over time, as well as upon the occurrence of certain events, such as termination of employment. As a result, there is significant uncertainty as to the timing of any non-controlling interest purchase in the future. The value assigned to the purchase of a non-controlling interest is generally based on a multiple of earnings before interest, taxes and amortization of the affiliate, which is a measure that is intended to represent fair market value. There is no discrete floor or ceiling on any non-controlling interest purchase. As a result, there is significant uncertainty as to the amount of any non-controlling interest purchase in the future. Accordingly, future payments to be made to purchase non-controlling interests have been excluded from the above table, unless a put or call option has been exercised and a commitment exists for us to purchase such non-controlling interests. Although the timing and amounts of these purchases cannot be predicted with certainty, we anticipate that the purchase of non-controlling interests in our affiliates may be a significant use of cash in future years. At December 31, 2013 and 2012, the amount included in our consolidated balance sheet for these redeemable noncontrolling interests is $82.6 million and $40.7 million, respectively.

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Other Commitments

        As of December 31, 2013, we had a remaining unfunded commitment of $6.2 million to invest in two related outside private equity partnerships that were organized for the purpose of making and managing investments in the asset management industry, including investments in businesses that manage assets on behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. As of December 31, 2013, we have invested $5.8 million of the total $12.0 million committed. The timing for the remaining investments is dependent on future capital calls.

Broker-Dealer

        Our broker-dealer subsidiary is subject to requirements of the SEC relating to liquidity and capital standards. Refer to Note 12, "Net Capital Requirement," in the accompanying 2013 consolidated financial statements.

Off-Balance Sheet Arrangements

        We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market or credit risk support or engage in any leasing activities that expose us to any liabilities that are not reflected in our Annual Financial Statements and our Quarterly Financial Statements.

Critical Accounting Policies

        Our financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that impact our financial position and results of operations. These estimates and assumptions are affected by our application of accounting policies. We describe certain critical accounting policies below that we believe are important to understand our results of operations and financial position. Refer to Note 1, "Basis of Presentation and Summary of Significant Accounting Policies," to the accompanying 2013 consolidated financial statements for additional information.

Revenue Recognition

        Investment advisory fees from assets under management are recognized ratably over the period that assets are under management. Performance fees are recognized only at the performance measurement date contained in the individual account management agreements and are dependent upon performance of the account exceeding agreed-upon benchmarks over the relevant period. Some of our investment management agreements provide that, to the extent certain enumerated expenses exceed a specified percentage of a fund's or a portfolio's average net assets for a given year, the advisor will absorb such expenses through a reduction in management fees. Investment advisory fees are recorded net of any such expense reductions. Investment advisory fees are also recorded net of any sub-advisory fees paid by us, based on the terms of those arrangements.

Equity Based Compensation

        Our equity based compensation plans include: deferred and restricted Class A Units, deferred incentive Class A Units, and affiliate level equity plans. Equity based compensation expense reflects the fair value of equity-based awards measured at the grant date and is amortized over the relevant service period.

        The deferred and restricted Class A Unit program entitles holders to receive the same economic benefit as the Class A Units at Holdings. These grants were valued based on the overall value of Holdings. This value was derived using both income (discounted cash flow) and market approaches

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(guideline company method). Significant forecast assumptions used in the income approach include: revenue growth rate; gross profit; operating expenses as a percent of revenue; earnings before interest, taxes, depreciation and amortization ("EBITDA"); capital expenditures; and debt-free working capital. Significant assumptions used in the market approach include a control premium and multiples of indicated value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

        Deferred incentive Class A Units are profits interests. Profits interests are intended to provide management with the opportunity to participate in future growth of Holdings. Key inputs used in the valuation of this program include: the underlying value of Holdings; years until an expected liquidity event; expected volatility; expected dividends; risk-free rate; and discount for lack of marketability.

        The affiliate level equity plans are also profits interests. These interests were valued using a discounted cash flow method which calculated the present value of projected pre-tax cash flow streams. In calculating the fair market value, a number of different growth scenarios and discount rates were developed. Critical items considered in determining appropriate growth scenarios included: historical performance, product capacity, marketing initiatives, management capacity and the perceived value of the interests by the individuals who play a critical role in producing growth.

        Many of the assumptions used in valuing our equity plans require management's judgment. If we used different assumptions or if we used a different type of pricing methodology, the fair value of our equity based grants and related compensation expense might have been different.

Goodwill and Intangible Assets

Goodwill

        Under Codification, goodwill is not amortized but is tested at least annually for impairment by comparing the fair value of the reporting unit to its carrying value amount, including goodwill. Accounting Standards Update ("ASU") No. 2011-8, "Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment" ("ASU No. 2011-8") allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under ASU No. 2011-8, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. During 2013 and 2012, we did perform calculations for the fair values of the reporting units in the goodwill impairment tests.

        Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate market multiples and other assumptions. Changes in these estimates could materially affect our impairment conclusions.

        Goodwill of a reporting unit must be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

        Examples of such events or circumstances include:

a)

a significant adverse change in legal factors or in the business climate;



b)

an adverse action or assessment by a regulator;



c)

unanticipated competition;



d)

a loss of key personnel;

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e)

a more-likely-than-not expectation that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of; and



f)

the testing for recoverability under Codification of a significant asset group within a reporting unit.

Methodology

        For purposes of the annual goodwill impairment test we utilize four reporting units: retail advisory, institutional, structured products and corporate. The goodwill impairment test reporting units are one level below our operating segment and were determined based on how we manage the business, including our internal reporting structure, management accountability and resource prioritization process.

        We determined implied fair values for each of the reporting units listed above. In making a determination of implied fair values, the following valuation methodologies were considered: the Income Approach, the Market Approach, and the Cost Approach. Each of the approaches was considered for appropriateness to our business. We believe that, for companies providing a product or service, the Income Approach and Market Approach would generally provide the most reliable indications of value, because the value of such firms is more dependent on their ability to generate earnings than on the value of the assets used in the production process. Therefore, for purposes of analyzing the implied fair values of our reporting units, the Income Approach and Market Approach were applied. Specifically, the Income Approach incorporated the use of the Discounted Cash Flow Method and the Market Approach incorporated the use of the Guideline Company Method.

        The approaches were weighted as follows:

Reporting Unit	Approach to Value	Valuation Method	Weighting
Corporate	Income Approach	Discounted Cash Flow		100	%
Retail Advisory	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Institutional	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Structured Products	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%

        Significant forecast assumptions used in the Income Approach include: revenue growth rate; gross profit; operating expenses as a percent of revenue; EBITDA; capital expenditures; and debt-free net working capital. Significant assumptions used in the Market Approach include a control premium and multiples of indicated total invested capital value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

2012 Intangible Impairment Analysis

        As a result of outflows in assets under management during the first half of 2012, we conducted an interim impairment test of our goodwill and other intangible assets as of June 30, 2012.

        The outflows in our assets under management during the first half of 2012 related to the managed accounts reporting unit. As a result, we only conducted a valuation analysis of the managed accounts reporting unit as of June 30, 2012. Third party valuation consultants from a nationally recognized consulting firm assisted us in this analysis.

        As a result of this interim analysis, we recorded a $586.7 million non-cash impairment charge at June 30, 2012 on our intangible assets. The impairment charge impacts future amortization expense for intangible assets.

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Impairment Analysis Results

        The results of our annual impairment tests as of December 31, 2013, 2012 and 2011 did not indicate any other impairment of goodwill or intangible assets.

Indefinite-Lived Intangible Assets

        Identifiable intangible assets generally represent the cost of client relationships and management contracts. We are required to periodically review identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of the assets exceed their respective fair values, additional impairment tests are performed to measure the amount of the impairment loss, if any.

        The results of our annual impairment tests as of December 31, 2013, 2012 and 2011 did not indicate any potential impairment of intangible assets with indefinite useful lives.

        In making a determination of the implied fair value for our indefinite-lived intangible assets, the following valuation methodologies were considered: the Income Approach, the Multi-Period Excess Earnings Method, the Relief from Royalty Method, and the Cost Approach. We and our outside valuation consultants believe that trade names are most appropriately valued utilizing the Income Approach. Accordingly, we use the Relief from Royalty Method, a form of the Income Approach, which capitalizes the cost savings associated with owning, rather than licensing, trade names. Significant assumptions utilized in valuing our indefinite-lived intangible assets with the Relief from Royalty Method include: revenue, royalty rate, useful life, income tax expense, discount rate, and the tax benefit of amortization expense.

Impairment of Investment Securities

        Codification provides guidance on determining when an investment is other-than-temporarily impaired. We periodically evaluate our investments for other-than-temporary declines in value. To determine if an other-than-temporary decline exists, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss net of tax, in accumulated other comprehensive income, is realized as a charge to net income in that period. See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies," to the accompanying 2013 consolidated financial statements for additional information.

Contingent Consideration

        As a part of the Gresham acquisition, the Company may become periodically obligated to pay the sellers additional consideration contingent upon the growth in Gresham's EBITDA during the five years following the closing of the Gresham transaction. Generally, additional consideration is earned as the enterprise value of Gresham, calculated based on a multiple on advisory fee EBITDA and a multiple on performance fee EBITDA, increases. There is also an opportunity for Gresham to earn and additional "home run" contingent payment which is tied to Nuveen Investments' overall rate of return on the investment in Gresham. There are no maximums as it relates to the potential additional contingent consideration. U.S. GAAP requires that the Company recognize the acquisition date fair value of the contingent consideration as part of the consideration transferred in exchange for the acquiree (Gresham). Additionally, U.S GAAP requires that the contingent consideration be reported at fair value at each reporting period. Since the contingent consideration will be settled in cash, it is classified as a liability on the Company's consolidated balance sheets.

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        A Monte Carlo simulation model is used to determine the fair value of the contingent consideration. Significant forecast assumptions used in the modeling include projections of management fee EBITDA and performance fee EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: assets under management, market appreciation, and profitability. Other significant assumptions used in the modeling include the discount rate and volatility.

        During 2012 and 2013, the Company estimated the fair value of the Gresham contingent consideration at each reporting date. For the year ended December 31, 2012, the Company recorded $29.3 million in expense to reflect the increase in fair value of the Gresham contingent consideration. During 2013, the Company recorded $87.2 million of income reflecting a decline in the fair value of the Gresham contingent consideration. The Company will continue to estimate the fair value of the Gresham contingent consideration at each reporting date until the contingency is resolved. Increases in fair value will continue to be recorded as other operating expense on the Company's consolidated statement of operations, and any decreases in the fair value of the Gresham contingent consideration will be recorded as other operating income on the Company's consolidated statement of operations.

        At December 31, 2013, the Company has $37.2 million recorded as "Contingent consideration—Gresham acquisition" under Long-Term Obligations on its consolidated balance sheet.

Accounting for Income Taxes

        Codification establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact our financial position or our results of operations.

        At December 31, 2013, the Company had a federal net operating loss carryforward deferred tax asset of $210.4 million that, if not utilized, will expire between 2028 and 2033. At December 31, 2013, the Company also had a state net operating loss carryforward deferred tax asset of $31.6 million that, if not utilized, will expire between 2014 and 2033. For financial reporting purposes, a valuation allowance has been established against the deferred tax assets related to certain tax loss carryforwards due to the uncertainty that the assets will be realized.

        At December 31, 2013 and 2012, the Company maintained a valuation allowance against its deferred tax assets of $18.8 million and $74.1 million, respectively. Under U.S. GAAP, a valuation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence may include the existence of taxes paid in available carry-back years as well as the probability that taxable income will be generated in future periods, while negative evidence may include our cumulative losses in the current year and prior two years, the absence of recoverable taxes available from the carry-back years, and general business and economic trends. The valuation allowance for deferred tax assets decreased $55.3 million in 2013 primarily due to a change in the value of tax-planning strategies identified by management. The tax planning strategies, if implemented, would allow the Company to recognize significant taxable income prior to the expiration of the Company's net operating losses.

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Recent Updates to Authoritative Accounting Literature

ASU No. 2013-08—Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements

        ASU No. 2013-08, "Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements," revises the criteria that define an investment company, clarifies measurement guidance for investment companies, and requires new disclosures. ASU 2013-08 is effective for an entity's interim and annual reporting periods in fiscal years beginning after December 15, 2013. Early adoption is prohibited. The Company is currently in the process of determining the impact ASU 2013-08 will have on its consolidated financial statements.

Presentation of Other Comprehensive Income

        ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," is effective for public companies for fiscal years and interim periods within those years beginning after December 15, 2012. Non-public companies are permitted to adopt the standard early, but must be compliant for fiscal periods beginning after December 15, 2013.

        The purpose of ASU No. 2013-02 is to improve the transparency of adjustments reclassified out of accumulated other comprehensive income ("AOCI") and into net income. ASU No. 2013-02 requires disclosure of how much of the change by component of AOCI pertains to amounts reclassified into net income. ASU No. 2013-02 also requires disclosure of the income statement line items impacted by the AOCI reclassifications.

        Our new disclosures related to the adoption of ASU No. 2013-02 may be found in the notes to the consolidated financial statements—Note 1, "Basis of Presentation and Summary of Significant Accounting Policies—Accumulated Other Comprehensive Income/(Loss)."

Quantitative and Qualitative Disclosures About Market Risk

        The following information, and information included elsewhere in this prospectus, describes the key aspects of certain financial instruments that have market risk.

Interest Rate Sensitivity

        Our obligations under our senior secured credit facility will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. (Refer to discussion of interest rate hedges, below). At December 31, 2013, the aggregate principal amount of our indebtedness (excluding the debt of the consolidated variable interest entities) was approximately $4.5 billion, of which approximately $3.1 billion is variable rate debt and approximately $1.4 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point (one percentage point) increase in variable interest rates would have resulted in a $30.6 million increase in annual interest expense; however, it would not be expected to have a substantial impact on the fair value of our debt at December 31, 2013. A change in interest rates would have no impact on interest incurred on our fixed rate debt or cash flow, but would have an impact on the fair value of our debt. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2013 would result in a net decrease in the fair value of our fixed rate debt of approximately $61.1 million.

        The variable nature of our obligations under our senior secured facility creates interest rate risk. At times, in order to mitigate this risk, we have entered into and we may enter into certain derivatives transactions that effectively convert our variable rate debt into fixed-rate borrowings. During May 2013, we entered into four five-year forward-starting interest rate swap contracts under which we agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal

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amount. The swap contracts have an effective date of December 31, 2014 and a termination date of December 31, 2019.

        Our investments consist primarily of company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, we periodically invest in new advisory accounts to establish a performance history prior to a potential product launch. Company-sponsored funds and accounts are carried on our consolidated financial statements at fair market value and are subject to the investment performance of the underlying securities in the sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of our investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $61.1 million (which excludes consolidated VIEs) at December 31, 2013. We estimate that a 100 basis point increase in interest rates from the levels at December 31, 2013 would result in a net decrease of approximately $2.0 million in the fair value of our fixed-income investments at December 31, 2013. A 100 basis point increase in interest rates is a hypothetical scenario used to demonstrate potential risk and does not represent management's view of future market changes.

Equity Market Sensitivity

        As discussed above in the "—Interest Rate Sensitivity" subheading, we invest in certain company sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of our investments in funds and accounts subject to equity price risk is approximately $119.6 million at December 31, 2013. We estimate that a 10% adverse change in equity prices would result in a $12 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

Foreign Exchange Rate Sensitivity

        We do not enter into foreign currency transactions for speculative purposes and currently have no material investments that would expose us to foreign currency exchange risk.

Assets Under Management—Market Price Risk

        We derive substantially all of our revenues from investment advisory fees, which are generally based on a percentage of the market value of the assets we manage and will therefore generally rise and fall with the level of our assets under management. As a result, declines in equity or fixed income security market prices will generally cause our advisory fee revenues to decline.

Inflation

        Our assets are, to a large extent, liquid in nature and therefore not significantly affected by inflation. However, inflation may result in increases in our expenses, such as employee compensation, advertising and promotional costs, and office occupancy costs. To the extent inflation, or the expectation thereof, results in rising interest rates or has other adverse effects upon the securities markets and on the value of financial instruments, it may adversely affect our financial condition and results of operations. A substantial decline in the value of fixed-income or equity investments could adversely affect the net asset value of funds and accounts we manage, which in turn would result in a decline in investment advisory and performance fee revenue.

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BUSINESS

Overview

        Founded in 1898, we are a leading provider of investment management and related services to individual and institutional investors. We market a wide range of specialized investment solutions which provide investors access to the capabilities of our boutique investment management affiliates, each of which has distinct investment processes and dedicated investment and research teams. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. Although we offer a wide range of investment products and services, we operate in one business segment.

        We offer investment management capabilities across a broadly diversified set of asset classes and investment strategies through our investment management affiliates, including national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred securities, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. This broad diversification allows us to provide investment solutions for a wide range of investor needs and to offer products and services suited for various market environments.

        We provide investment management services through the investment products that we develop, market and distribute, including mutual funds, closed-end funds, managed accounts, CLO/CDOs, commodity exchange-traded products, private funds, and UCITS funds. We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors.

        We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

Our Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

        Distinct, scalable, multi-boutique model with specialized investment managers.    Our distinct multi-boutique model combines seven high quality, independent and specialized investment managers. We provide scaled distribution, service, operations and administrative support to each of our investment teams through our centralized platform. This distinct model enables our investment teams to remain focused upon delivering sustained investment performance with an emphasis on institutional quality investment processes.

        High quality investment capabilities built around distinctive brands.    We possess a strong company-wide investment culture with seven specialized independent investment managers marketed through our NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham brands. We believe that the institutional quality investment processes underlying each of these brands has led to superior long-term investment returns relative to our competitors and the relevant benchmarks. For the one, three and five-year periods ending December 31, 2013, 56%, 64% and 76% of our mutual fund assets under management, respectively, were ranked in the top two Lipper Analytics quartiles based upon total returns. Further, as of December 31, 2013, 53, or 65%, of our 81 mutual funds eligible for a Morningstar rating were rated four or five stars by Morningstar in at least one mutual fund share class. We ranked 7th out of 790 fund families based on the number of mutual

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funds rated 5 stars by Morningstar. For our managed accounts, 64%, 68% and 75% of our assets under management performance exceeded benchmark for the one, three and five-year periods ending December 31, 2013.

        Strong distribution capabilities with long-standing relationships.    We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. We have long-standing, diversified relationships with major wirehouses, including Bank of America Merrill Lynch, Morgan Stanley Smith Barney, UBS and Wells Fargo, and sold investments products totaling over $5.5 billion through this channel in 2013. In addition, we believe we are well positioned with regional broker-dealers, through which we sold products totaling $12.1 billion during the same period, and have strong relationships with large institutional consultants and direct plan sponsors. We did not have any distributor relationships that represented more than 10% of our revenue in 2013.

        Recurring and diverse revenues and cash flows.    A significant portion of our revenues and cash flows have a high degree of stability, in large part due to our closed-end fund business, which generated 35% of our advisory fee revenues for 2013. Assets in closed-end funds are not subject to redemption by investors in the funds and generally consist of high quality, income producing assets such as municipal bonds, providing stability in assets under management. In addition, our asset class diversification and broad product offerings allow us to respond to changes in prevailing investor sentiment, which helps mitigate the impact of market volatility.

        Historically strong financial and operational performance across various market conditions.    From December 31, 2003 through December 31, 2013, our aggregate assets under management have grown at a 9% compound annual growth rate, with organic growth (including market appreciation) at an 8% compound annual growth rate. Also, our advisory fee revenues increased at a compound annual growth rate of 10% from December 31, 2003 through December 31, 2013. Our Adjusted EBITDA margin for 2013 was 45.7%.

        Leadership positions in important market segments.    We are the largest provider of closed-end funds, with $54.8 billion in assets under management as of December 31, 2013. We have broadened our closed-end fund offerings beyond their traditional municipal bond foundation to include a broad range of asset classes, including floating rate debt, preferred securities, mortgage backed securities, Build America Bonds, equity income, real asset and energy MLP, among others. Since the beginning of 2009, the market for closed-end funds has continued to improve with approximately $43.0 billion (excluding greenshoe proceeds and the use of leverage) of new issuance brought to market as of December 31, 2013 according to Morningstar Traded Fund Center. Over that same period, we successfully completed 17 new closed-end fund offerings totaling approximately $3.8 billion (excluding greenshoe proceeds and leverage), or approximately 8.9% of new issuance market share according to Morningstar Traded Fund Center. In addition, we are also the third largest provider of retail managed accounts, with approximately $36.5 billion of assets under management as of December 31, 2013, and continue to maintain a strong market share in the wirehouses while building on our relationships in the regional broker dealer and registered investment advisor channels. As of December 31, 2013, our share of industry retail managed account assets was approximately 4.9% according to Cerulli Associates.

        Culture of product innovation.    We have focused on developing a company-wide culture of product innovation to anticipate the needs of both intermediaries and investors. As of December 31, 2013, approximately 11% of our assets under management were in products and strategies we did not offer five years earlier, which does not include assets under management in the products and strategies

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offered by Winslow Capital, FAF Advisors and Gresham at the time we acquired those businesses. In developing new products, we focus on developing new investment solutions for our clients, creating new packaging formats for existing strategies and leveraging capabilities across our different managers to construct multi-strategy products. We strive to maintain a robust new product pipeline that we believe will be highly attractive to investors, including mutual funds, managed account strategies, closed-end funds and other structured products, among others.

        Experienced and dedicated management team.    Our deep and seasoned management team has, on average, over 12 years of experience with our company and has an average of approximately 24 years of experience in the asset management industry. Their long term focus on developing our business in a financially disciplined manner has resulted in our company achieving strong financial results in recent periods. In addition, our management team has overseen the transformation of our company through investments in new products, services and distribution capabilities and through acquisitions, which have substantially expanded our product portfolio and distribution reach. They have developed what we believe is a distinct and scalable operating model that provides high quality support to our investment managers.

Our Business Strategies

        Our overall objective is to provide high quality investment services and expand our product offerings to allow us to successfully serve our clients, grow our business and deliver strong financial results. We are focused on delivering growth in assets under management and generating high free cash flow, while continuing to prudently invest in new opportunities and innovative strategies. We continue to pursue the following strategies to achieve this objective:

        Expand our open-end mutual fund business.    We have enjoyed strong success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by a compound annual growth rate of 28% since December 31, 2008. Since December 31, 2008, we have recorded $14 billion in positive net flows in our mutual funds. We plan to continue to expand and broaden our open-end mutual fund offerings by providing the initial capital, development and sales support for new products with a focus on equity and taxable fixed income offerings. We also plan to leverage our established distribution relationships by cross selling fund products to financial advisors who currently sell our other products. In addition, we offer share classes for distribution to 401(k) and other defined contribution plans. Our mutual fund business was expanded significantly as a result of our strategic combination with U.S. Bank National Association's FAF Advisors in 2010.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last several years and, as a result, we have grown our institutional assets under management by a compound annual growth rate of 12% since December 31, 2007. We intend to continue to develop new institutional product strategies and structures and to expand our institutional sales reach, including the development of international clients. Each of our investment management affiliates has a dedicated institutional sales and service team, which receives support from our shared distribution platform. Our acquisition of Gresham in December 2011 expanded our institutional business and product offerings.

        Grow core closed-end fund and retail managed account businesses.    We continue to maintain our leadership position in closed-end funds by developing new and innovative offerings focusing on income oriented products, with particular emphasis on products that seek to deliver steady cash flow and potential market appreciation. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We continue to launch new and existing products from our investment teams onto the managed account platforms of the major wirehouses and regional broker-dealers. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

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        Develop new areas of high quality investment specialization and enhance current platforms.    We believe we have a proven track record of identifying and growing high quality investment teams by leveraging the combination of the managers' strong investment capabilities with our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. As an example, the assets under management of Winslow Capital have grown to $37.7 billion as of December 31, 2013 from approximately $4.5 billion when we acquired Winslow Capital in December 2008. We are working with our investment teams to encourage expanding investment capabilities and developing new investment strategies from within their current capabilities. In addition, we continue to explore acquiring complementary investment capabilities. For example, we expanded our investment capabilities by acquiring Gresham, which specializes in the management of diversified commodity investment portfolios using commodity futures and options, in December 2011.

        Maintain and grow distribution and client relationships, including global expansion.    We will continue to focus on providing high quality service and support to the financial advisors at our distribution partners with our sales and service force of 191 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative based approach in serving our clients' needs. We intend to continue to serve the financial advisors and institutional consultants who recommend our products by providing them with wealth management education, practice management training and client relationship management technology. In addition, we will continue to use our established relationships with our clients, particularly retail high-net-worth advisors, to cross-sell products from our different investment teams. Finally, we are looking to expand globally by offering our strategies to foreign investors through institutional managed accounts and funds launched on our UCITS platform pursuant to the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation 2003.

Investment Managers

        Our multi-boutique model provides investors access to the broadly diversified capabilities of our investment management affiliates, each of which has distinct investment processes and dedicated investment and research teams. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. Our shared services platform allows the investment teams at each affiliate to focus on investment management, while also providing each affiliate with client access and cross-sell opportunities. Our seven separately branded investment management affiliates are:

Nuveen Asset Management, LLC ("NAM"), which specializes in multiple asset classes, from municipal and taxable fixed income to traditional and specialized equity. With solutions that span multiple asset classes, NAM's disciplined approach to fixed income and equity investing is driven by integrated research and risk management processes intended to maximize opportunities for a variety of investment objectives. NAM offers a collaborative approach to portfolio management that emphasizes quality and innovation. On December 31, 2010, we acquired the long-term asset management business of U.S. Bank National Association's FAF Advisors. NAM represents the combination of Nuveen Investments' municipal bond expertise with FAF Advisors' investment capabilities in taxable fixed income, real assets, equities and asset allocation that resulted from the FAF transaction.

Symphony Asset Management LLC ("Symphony"), which we acquired on July 16, 2001, focuses on providing risk-controlled returns from in-depth fundamental research and cross-capital structure analysis in its equity and credit strategies. Symphony's investment platform provides clients access to senior bank loans, high-yield bonds, convertible bonds and equities through hedge funds, long-only strategies and structured products such as CLOs. Constructed with rigorous risk controls, Symphony's portfolios are engineered to deliver consistent returns attributable to asset selection in a variety of market conditions.

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NWQ Investment Management Company, LLC ("NWQ"), which we acquired on August 1, 2002, focuses on value equities. NWQ's investment approach concentrates on identifying undervalued companies that its investment professionals believe possess catalysts to improve profitability and/or unlock value. NWQ's analysts conduct independent, bottom-up fundamental research to capitalize on opportunities that may be created by investor overreaction, misperception and short-term focus. NWQ emphasizes analysis of the risk/reward of each investment within a diversified portfolio in order to provide downside protection. NWQ strives to enhance these capabilities by maintaining an entrepreneurial research environment.

Santa Barbara Asset Management Company, LLC ("Santa Barbara"), which we acquired on October 3, 2005, focuses on dividend growth equities. Santa Barbara's investment philosophy is based on the belief that dividend growth companies can provide above-market returns while also minimizing the potential for market volatility. Santa Barbara employs an active bottom-up and research-driven approach to investing, focusing on quantitative metrics such as dividend growth, free-cash flow and earnings growth, and qualitative metrics such as a company's commitment to dividends, management quality and competitive positioning. Santa Barbara's investment process leads to a total-return perspective in a segment that has historically been focused on yield alone. This differentiated point of view creates a dividend-oriented strategy that encompasses a wide range of companies.

Tradewinds Global Investors, LLC ("Tradewinds"), which was spun out of NWQ during the first quarter of 2006, focuses on global and international equities. Tradewinds' investment process concentrates on examining equity securities of companies ranging from large to small cap in developed and emerging markets to identify and invest in undervalued, mispriced and underfollowed securities of companies with strong or improving business fundamentals. Tradewinds selects securities by conducting rigorous, independent, bottom-up fundamental analysis. Key elements of the process include fundamental valuation metrics, qualitative factors such as supply and demand, and independent thought.

Winslow Capital Management, LLC ("Winslow Capital"), which we acquired on December 26, 2008, focuses on large-cap growth equities. Winslow Capital selects quality companies based on fundamental research performed by its highly experienced team. Portfolios are constructed with the goal of achieving above-average earnings growth of three types: consistent and sustainable; quality cyclical; and newer, more rapid. Portfolio risk is primarily managed by strong buy and sell disciplines, while seeking to produce consistent outperformance over time.

Gresham Investment Management LLC ("Gresham"), which we acquired on December 31, 2011, specializes in the management of diversified commodity investment portfolios using commodity futures and options. Gresham offers several diversified commodity investment programs designed to provide its clients the benefits of systematic exposure to a wide range of commodities and commodity groups, including a decrease in volatility and a concomitant increase in risk-adjusted returns. We initially acquired 60% of the equity interests of Gresham and will have the option to purchase an additional 5%, 5% and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing, respectively.

        Certain of the investment products that we market and distribute are managed in whole or in part through sub-advisory relationships with specialized, third-party investment managers, including Advisory Research, Inc. (formerly FAMCO), which advises with respect to energy MLPs, Gateway Investment Advisers, LLC, which advises with respect to equity option strategies, INTECH Investment Management LLC, which advises with respect to mathematical equity strategies, Security Capital Research & Management Incorporated, which advises with respect to real estate investment trusts ("REITs"), Spectrum Asset Management, Inc., which advises with respect to preferred securities, Wellington Management Company LLP, which advises with respect emerging market debt, Altrinsic Global Advisors, LLC, which advises with respect to international value equity, and Lazard Asset Management LLC, which advises with respect to emerging markets equity. We have no equity interests

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in these sub-advisors. As of December 31, 2013, approximately $7.4 billion in assets under management, representing 3% of our total assets under management were managed through external sub-advisory relationships.

        The majority of our portfolio managers, as well as those employed by sub-advisors, have devoted most of their professional careers to the analysis, selection and surveillance of the types of securities held in the funds or accounts they manage.

Investment Products and Services

Diversification of Assets Under Management

        Our assets under management are highly diversified by investment product and strategy. The following table provides information regarding the composition of our assets under management at December 31, 2013, 2012 and 2011:

	December 31,
	2013		2012		2011
	(dollars in millions)
Product
Retail Advisory	$	87,692	$	86,469	$	84,096
Institutional		62,229		60,707		72,665
Structured Products		70,583		71,379		63,335
Total	$	220,504	$	218,555	$	220,096
Strategy
Credit Based Strategies	$	118,536	$	120,910	$	104,037
Equity Based Strategies		77,099		72,474		95,817
Multi-Strategy and Alternative Assets		24,869		25,171		20,242
Total	$	220,504	$	218,555	$	220,096

        We present information regarding our assets under management in three categories of investment products and services: retail advisory, institutional, and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products, and private funds.

        We also present information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity, and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

Retail Advisory

        Open-End Mutual Funds.    As of December 31, 2013, we sponsored 105 open-end mutual funds with $51.2 billion of assets, or 23% of our total assets under management. Our mutual funds feature a range of investment strategies, including value, growth, and core equities, global and international equities, quantitative and enhanced equities, equity index, real asset, commodity, targeted asset allocation, taxable fixed-income and national and state-specific municipal bonds. These funds

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continuously offer to sell and redeem their shares at prices based on the daily net asset values of their portfolios. Investors in the mutual funds can redeem their investments in those funds at any time without prior notice. Each of our boutique investment management affiliates provides sub-advisory services to our sponsored mutual funds.

        Retail Managed Accounts.    We continue to be a leading provider of asset management services to retail managed account programs, commonly known as managed account or wrap programs. As of December 31, 2013, we had $36.5 billion of assets under management in retail managed account programs, representing 17% of our total assets under management. A managed account is a private portfolio of actively managed, individual securities, which offers investors increased portfolio transparency, tax management capabilities and flexible portfolio tailoring. Managed account or wrap programs typically allow securities brokers or other financial intermediaries to offer their clients the opportunity to choose from a number of asset management services pursuing different investment strategies provided by one or more asset managers, and generally charge an all-inclusive fee that covers investment counseling, portfolio management, brokerage fees and ongoing account administration. Our retail managed account offerings provide investors with access to the diversified capabilities of our boutique investment management affiliates.

Institutional

        Our institutional investors include financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. Our institutional clients are provided with direct access to the broadly diversified capabilities of our boutique investment management affiliates. Together, we offer institutional clients a wide range of investment choices to meet their investment objectives, including value, growth, and core equities, global and international equities, quantitative and enhanced equities, real asset, commodity, market-neutral alternative strategies, taxable fixed-income and national and state-specific municipal bonds.

Structured Products

        Closed-End Funds.    As of December 31, 2013, we sponsored 103 actively managed closed-end funds with an industry-leading $54.8 billion of assets, or 25% of our total assets under management. Our closed-end funds feature a range of investment strategies, including national and state-specific municipal bonds, floating rate debt, global debt, preferred securities, mortgage backed securities, global and domestic equity, equity income, equity option, real assets and energy MLP. Unlike open-end funds, closed-end funds do not continually offer to sell and redeem their shares. Rather, closed-end funds list their common shares on a national exchange (e.g., the New York Stock Exchange or NYSE and NYSE MKT) and common shareholders seeking liquidity may trade their shares daily on the exchange through a financial adviser or otherwise. The prices at which common shares are traded may be above or below the shares' net asset value. Each of the funds' board of trustees at least annually will consider action that might be taken to reduce or eliminate discounts for funds whose common shares are persistently trading at a significant discount to their net asset value. Such actions may include, but are not limited to, repurchasing shares or the conversion of a fund from a closed-end to an open-end investment company, which may negatively impact the company's total assets under management. As of December 31, 2013, 75 out of the 103 closed-end funds we sponsor seek to enhance common share distributions and total returns on average over time through the use of leverage. Each fund's board may leverage their capital structures in a variety of ways, including through issuance of preferred equity securities, incurring short-term borrowings, as well as by investing in securities such as tender option bonds. A fund's cost of leverage is typically based on short-term interest rates, while the proceeds from the incurrence of leverage are invested by the funds in additional portfolio investments. If a fund's cost of leverage were to exceed the net rate of return earned by the fund's investment portfolio for an extended period, the fund's board may consider selling portfolio securities in order to reduce the outstanding level of leverage. This may negatively affect the company's total assets under management.

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        CLO/CDOs.    Symphony acts as collateral manager for several collateralized loan obligations and one collateralized debt obligation (collectively, the "CLO/CDOs"). In general, CLO/CDOs are entities that issue multiple tranches of securities collateralized by a pool of assets that consists primarily of syndicated loans. Distributions on the securities are based on the performance of the collateral pool and the multiple tranches of securities offer investors varying credit risk characteristics. As of December 31, 2013, we managed $6.1 billion of assets in CLO/CDOs.

        Private Funds.    As of December 31, 2013, we managed $9.2 billion of assets in private funds. Symphony manages private funds featuring both credit and equity based alternative investment strategies, including long-short credit, convertible arbitrage, tactical asset allocation, long-short equity and market neutral equity. Gresham manages private funds that provide exposure to a wide range of commodities through the use of commodity futures and options. Investors in our private funds can typically redeem their investments on fairly limited or no prior notice.

        Commodity Exchange-Traded Products.    As of December 31, 2013, we sponsored 2 commodity-based exchange-traded products with $0.5 billion of assets. These products are closed-end commodity pools whose shares are purchased and sold on the NYSE MKT. These products are designed to offer regular cash flow from broadly diversified, actively managed portfolios of commodity futures and options. Both of our commodity exchange-trade products are sub-advised by Gresham. These products are not registered investment companies under the Investment Company Act.

Investment Management Contracts and Fees

        We derive substantially all of our revenues from the investment advisory fees we earn under the investment management contracts we enter into with our clients (or a financial intermediary acting on their behalf). These contracts usually specify, among other things, the applicable management fee and investment strategy, and are generally terminable without penalty by the client on 60 or fewer days' notice. Typically, investment management contracts may not be assigned (including as a result of a transaction that would constitute an assignment under the Investment Advisers Act, such as a direct or indirect change of control) without the prior consent of the client. When the client is a U.S. registered mutual fund or closed-end fund (whether or not we sponsor the fund), the fund's board, including a majority of independent board members, must annually approve the investment management contract, and both the board and fund shareholders must approve any assignment of the contract (including as a result of a transaction that would constitute an assignment under the Investment Company Act).

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        Advisory fees, net of sub-advisory fees, fee waivers and expense reimbursements, earned on assets under management for the years ended December 31, 2013, 2012 and 2011 are shown in the following table:

	Year Ended December 31,
	2013		2012		2011
	(dollars in millions)
Product
Retail Advisory:
Mutual Funds	$	285,626	$	264,023	$	263,116
Retail Managed Accounts		104,652		118,134		142,244
		390,278		382,157		405,360
Institutional		210,758		254,085		260,247
Structured Products:
Closed-End Funds		347,403		330,738		297,589
All Other		28,975		24,749		10,704
		376,378		355,487		308,293
Total	$	977,414	$	991,729	$	973,900

        Our advisory fees are generally based on a percentage of the market value of the assets we manage and therefore our advisory fee revenue will generally rise and fall with the level of our assets under management. Changes in the level of our assets under management are primarily a result of two factors: (1) the market value of the assets held in the investment portfolios we manage; and (2) our investment product net flows, which represents sales/reinvestments (inflows) minus redemptions (outflows). Asset mix also impacts our advisory fee revenue due to the differences in fee rates earned on each product and strategy. For example, the fee rate for a product having an equity based strategy, multi-strategy or alternative asset strategy will generally be higher than the fee rate on the same product having a credit based strategy.

Income from CLOs/CDOs

        Income from consolidated CLOs/CDOs represents the retained income earned by Nuveen Investments in connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

	Year Ended December 31,
	2013		2012		2011
	(dollars in thousands)
Advisory based income	$	27,513	$	21,668	$	16,008
Performance based/other income		23,317		11,730		3,247
Total	$	50,830	$	33,398	$	19,255

        Income from CLOs/CDOs increased $17.4 million during the year ended December 31, 2013 compared to the prior year primarily as a result of higher performance based income.

Nuveen-Sponsored Mutual Funds and Closed-End Funds

        We earn investment management fees for serving as an investment adviser to the mutual funds and closed-end funds that we sponsor (the "Nuveen funds"), which are paid on a monthly basis. The management fee with respect to each mutual fund is based on the average daily net assets of such fund.

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The management fee with respect to each closed-end fund is based on the average daily managed assets of such fund, which includes assets that are attributable to financial leverage. The management fee with respect to each Nuveen fund consists of two components—a fund-level fee, based only on the amount of assets of such fund, and a complex-level fee, based on the aggregate amount of assets of all Nuveen funds. The fund-level fee schedule for each Nuveen fund has asset-based breakpoints, whereby a lower fee rate is applied to the amount of such fund's assets above each breakpoint. The complex-level fee rate decreases as the aggregate amount of assets of all Nuveen funds increases. The complex-level fee is also subject to certain adjustments with respect to assets added to the Nuveen fund complex in connection with the assumption of the management of the former First American Funds that occurred as a result of our acquisition of FAF Advisors in 2010.

        Each Nuveen fund bears all expenses associated with its operations, including the costs associated with the issuance and redemption of securities, where applicable. The Nuveen funds do not bear compensation expenses of directors or officers of the Nuveen funds who are employed by Nuveen Investments. Some of our investment management agreements with Nuveen funds provide that, to the extent certain enumerated expenses exceed a specified percentage of a Nuveen fund's average net assets for a given year, we will absorb such excess through a reduction in the management fee and, if necessary, pay such expenses so that the year-to-date net expense will not exceed the specified percentage. In addition, we may voluntarily waive all or a portion of our advisory fees from a fund, and/or reimburse expenses, for competitive or other reasons. Fee waivers and expense reimbursements with respect to the Nuveen funds totaled $11.7 million, $14.1 million and $17.7 million for the years ended 2013, 2012 and 2011, respectively. We expect to continue voluntary waivers at our discretion and the amount of such waivers may be more or less than historical amounts.

        As discussed above, certain of the investment products that we market and distribute are managed in whole or in part through sub-advisory relationships with specialized, third-party investment managers. Sub-advisory fees paid in respect of the Nuveen funds for the years ended December 31, 2013, 2012 and 2011 were $34.9 million, $31.9 million and $35.5 million, respectively.

Managed Accounts

        For managed accounts, advisory fees are negotiated with our clients (or a financial intermediary acting on their behalf) and are based primarily on asset size, portfolio complexity and individual needs. With respect to managed accounts, we generally receive fees on a quarterly basis based on the value of the assets managed on a particular date, such as the first or last calendar day of a quarter, or on the average asset value for the period.

Performance Fees

        We also may earn performance fees under the investment management agreements that we enter into with respect to certain institutional accounts and private funds that we advise. Performance fees are calculated in a number of ways but are generally earned when the investment performance of such fund or account meets or exceeds a specified benchmark during a measurement period. Our performance fee revenue for the years ended December 31, 2013, 2012 and 2011 was $22.1 million, $51.9 million and $8.8 million, representing 2%, 5% and 1% of our total revenues, respectively.

Investment Product and Service Distribution

        We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. None of these third-party distribution relationships represented more than 10% of our consolidated operating revenues during 2013, 2012 or 2011.

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Retail Distribution

        We distribute our investment products and services to retail investors through the efforts of our centralized sales and services, marketing and product management teams, which creates efficiencies of scale and provides our boutique investment management affiliates with greater client access and cross-sell opportunities. Our retail distribution is conducted primarily through third-party financial intermediaries. Our retail sales strategy is to drive adoption of our retail advisory products by these intermediaries by taking a relentless approach to client education, service and support, by increasing our brand profile, and by aligning our products with the objectives of these third-party distributors. Our retail sales and services group has distribution capabilities across multiple channels, including deep relationships in the wirehouse, regional broker-dealer, independent broker-dealer, registered investment advisor and private client channels. We have a highly experienced, consultative retail sales force consisting of 145 sales professionals and 21 sales support staff, which works closely with approximately 100,000 financial advisors. In addition, we have a wealth management services group that provides consulting services to financial advisors and consultants through white papers, webinars, conferences and workshops, which offer expertise and guidance on a number of topics including wealth management strategies, practice management development, asset allocation and portfolio construction.

Institutional Distribution

        We offer our investment products to institutional clients directly and by marketing our services to the investment consultants that advise them. Our institutional investors include financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. Each of our boutique investment management affiliates has its own, dedicated institutional sales team. These teams receive support from our centralized institutional sales, marketing and product management teams. Our centralized institutional sales team has deep relationships with over 100 consulting firms and also provides direct sales support, which provides our boutique investment management affiliates with greater client access and cross-sell opportunities. In addition, our centralized product development group helps our institutional sales teams cultivate client relationships through the development of solutions-oriented strategies and products. Our centralized global sales group partners with our affiliate and centralized institutional sales teams in developing international sales of our investment products and services.

Distribution and Underwriting Revenues

        All of the mutual funds that we sponsor have adopted distribution plans as permitted by the Investment Company Act, which provide for payment of ongoing distribution fees (so-called "12b-1 fees") for the sale and distribution of shares, and service fees for personal and/or shareholder account services. Distribution fees reimburse us for sales commissions paid to financial intermediaries and for distribution services provided. Each distribution plan is initially approved, and its subsequent continuance must be approved annually, by the board of each fund, including a majority of the independent members of the board.

        We earn underwriting fees in connection with the public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of initial and secondary offerings, the size of the offerings and the extent to which we participate as a member of the syndicate group underwriting the offerings.

Company History and Acquisitions

        Our company, headquartered in Chicago, is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. We introduced our first municipal bond mutual fund in 1976, and our first municipal bond closed-end fund in 1987. We began

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providing individual managed account services to investors in early 1995, and since 1997 we have offered an increasingly wide range of equity, credit and alternative strategies to investors in a number of product wrappers. The expansion of our investment capabilities has resulted from both acquisitions and continued product development.

        We incorporated in the State of Delaware on March 23, 1992, as a wholly owned subsidiary of The St. Paul Companies, Inc., now The Travelers Companies, Inc. ("TRV"). We were incorporated as a holding company for John Nuveen & Co. Incorporated (now named Nuveen Securities, LLC), a registered broker-dealer and the predecessor of our Company, which had been a wholly owned subsidiary of TRV since 1974. During 1992, TRV sold a portion of its ownership interest in our company through a public offering.

        On September 17, 1999, we completed the sale of our investment banking business to US Bancorp Piper Jaffray. In conjunction with the sale, we ceased underwriting and distributing municipal bonds and serving as remarketing agent for variable rate bonds.

        On July 16, 2001, we completed the acquisition of Symphony, an institutional investment manager based in San Francisco, California. As a result of the acquisition, our product offerings expanded to include alternative investments designed to reduce risk through market-neutral and other strategies in several equity and fixed income asset classes. Since the acquisition, Symphony's product offerings have grown to include senior bank loans, high-yield bonds, convertible bonds and equities through hedge funds, long-only strategies and structured products such as CLOs.

        On August 1, 2002, we completed the acquisition of NWQ, an institutional investment manager based in Los Angeles, California. The acquisition enhanced our investment capabilities in value-oriented equity strategies. NWQ has since expanded its products offerings to include flexible income and core fixed income strategies.

        On April 7, 2005, TRV sold approximately 50% of the shares of our common stock in a secondary underwritten public offering. Upon the closing of the secondary offering, we were no longer a majority-owned subsidiary of TRV, and as of the end of September 2005, all of TRV's remaining ownership interest in Nuveen Investments had been sold.

        On October 3, 2005, we completed the acquisition of Santa Barbara, an investment manager based in Santa Barbara, California. The acquisition enhanced our investment capabilities in growth-oriented equity strategies. Since the acquisition, Santa Barbara's business has evolved to focus on dividend growth equity strategies, including domestic, global and international equities.

        During the first quarter of 2006, the investment team managing NWQ's international value portfolios was spun out to form Tradewinds. Since that time, Tradewinds' product offerings have expanded to include all-cap value, global all-cap, emerging markets and Japan equity strategies.

        On November 13, 2007, a group of private equity investors led by MDP acquired all of the outstanding shares of the Company for approximately $5.8 billion in cash.

        On December 26, 2008, we acquired Winslow Capital, an investment manager based in Minneapolis, Minnesota. The acquisition enhanced our investment capabilities in large-cap growth equities.

        During the fourth quarter of 2010, we assumed the role of investment advisor for five closed-end funds previously managed by IQ Investment Advisors LLC with aggregate assets under management of $1.1 billion.

        On December 31, 2010, we completed the acquisition of the long-term asset management business of U.S. Bank National Association's FAF Advisors, including the assets of FAF Advisors used in providing investment advisory services to the long mutual funds marketed under the First American

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funds name (the "FAF Transaction"). We acquired FAF Advisors' long-term asset management business in exchange for cash consideration of $62.5 million and a 9.5% equity interest in Holdings. In addition, we agreed to assume U.S. Bank National Association's obligation to make compensatory payments of approximately $17.5 million, which we made in the first quarter of 2011. Largely as a result of the FAF Transaction, we increased our mutual fund assets under management from $25.4 billion as of immediately prior to the FAF Transaction to over $43.9 billion as of December 31, 2011.

        On December 31, 2011, we completed the acquisition of 60% of the equity interests of Gresham (the "Gresham Transaction"). We purchased 60% of the equity interests of Gresham for approximately $285 million in cash. In addition, we may become periodically obligated to pay the sellers additional consideration contingent upon growth in Gresham's EBITDA during the five years following the closing of the Gresham Transaction. We will have the option to purchase an additional 5%, 5% and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing of the Gresham Transaction, respectively. The purchase price for such additional equity interests will be determined by reference to Gresham's EBITDA.

Competition

        The investment management business is a highly competitive global industry and we are subject to substantial competition in each of our principal product categories and distribution channels. We compete with other investment management companies, as well as brokerage and investment banking firms, insurance companies, private equity firms, banks and other financial institutions, many of which are larger, have proprietary access to distribution, have a broader range of product choices and investment capabilities, and have greater capital resources. According to the Investment Company Institute, during 2012, there were more than 770 investment managers that competed in the U.S. fund market. There are relatively few barriers to entry in the investment management industry and periodic establishment of new investment management firms and investment products increases the competition that we face. Consolidation within the investment management industry continues to alter the competitive landscape, creating stronger competitors with greater financial resources and broader distribution channels.

        Competition in the investment management industry is based on various factors, including, among others, business reputation, investment performance, product offerings and innovation, scope and quality of service, distribution capability, and fees charged. We believe that our ability to compete in this market is highly dependent on our ability:

•

to achieve consistently strong investment performance;

•

to maintain and build upon our existing distribution relationships and continue to build new ones;

•

to offer a broad range of investment choices;

•

to develop new, appropriately priced investment products that are well suited for our distribution channels and meet the changing needs of investors;

•

to provide effective shareowner servicing;

•

to retain and strengthen our business reputation and our relationship with our clients;

•

to attract and retain talented portfolio management and sales personnel; and

•

to develop and leverage our brand in existing and new distribution channels.

        The relative importance of each of these factors can vary depending on the distribution channel and the type of investment management service involved, as well as general market conditions.

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Employees

        At December 31, 2013, we had 1,223 full-time employees. Our employees are compensated with a combination of salary, cash bonus and fringe benefits. In addition, we have sought to retain our key and senior employees through competitive incentive arrangements, which include equity-based opportunities. None of our employees are currently represented by labor unions or trade councils or covered by a collective bargaining agreement. We consider our relations with our employees to be good.

Properties

        We are headquartered in Chicago, IL, and have other primary offices in Minneapolis, MN, Los Angeles, CA, San Francisco, CA, and New York, NY. We also have a number of smaller offices and executive suites in other foreign and domestic locations. We lease approximately 380,000 square feet of office space in total. We do not own any of our offices. We believe that these facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any expansion of our operations.

Intellectual Property

        We have used, registered, and/or applied to register certain trademarks, service marks and trade names to distinguish our investment products and services from our competitors in the U.S. and in other countries and jurisdictions. We believe we take appropriate action against infringements or misappropriations of our intellectual property rights by others.

Regulatory

        Our business is subject to complex and extensive regulation by various regulatory authorities, including foreign and domestic governmental agencies and self-regulatory organizations. This regulatory environment may be altered without notice by new laws or regulations, revisions to existing regulations or new interpretations or guidance. Changes in these laws or regulations could have a material adverse impact on our business, our profitability and mode of operations, and could require that we incur substantial cost or curtail our operations or investment offerings. Regulatory authorities may also conduct examinations or inspections of our operations. Our failure to comply with applicable laws or regulations could result in disciplinary or enforcement action with penalties that may include the disgorgement of fees, fines, suspensions of individual employees, limitations or restrictions on our engaging in the investment management business for specified periods of time, the revocation of the registrations necessary to conduct our business, or other censures. Even in the absence of wrongdoing, regulatory inquiries or proceedings could cause substantial expenditures of time and capital and result in reputational damage. Global financial regulatory reform initiatives are likely to continue to result in more stringent regulation of the financial services industry in which we operate, which could adversely affect our business. Due to the extensive laws and regulations to which we are subject, we must devote substantial time, expense and effort to remaining current on, and addressing, legal and regulatory compliance matters. Moreover, this effort extends to changes in law or regulation that are not directly applicable to us but which may alter the markets for the assets we manage and therefore have an indirect impact upon our business.

        Each of our investment management subsidiaries, including NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham, is registered with the SEC under the Investment Advisers Act. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping, operating and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. In addition, our investment management subsidiaries are subject to ERISA and to regulations promulgated thereunder, insofar as they act as a

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"fiduciary" under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. Certain of our investment advisor subsidiaries are also subject to regulation under the laws of, and to supervision by, governmental authorities in certain foreign jurisdictions, including Australia, Canada and Ireland.

        Certain of our subsidiaries, including Gresham, are registered with the CFTC under the Commodities Exchange Act as a commodity trading advisor and/or a commodity pool operator and are subject to regulation by the National Futures Association. CFTC rules impose numerous obligations on commodity trading advisors and commodity pool operators, including disclosure, reporting and recordkeeping requirements.

        Our subsidiary, Nuveen Securities, LLC, is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is subject to regulation by the SEC, FINRA, and other federal and state agencies and self-regulatory organizations. Nuveen Securities, LLC is subject to the SEC's net capital rule designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, this rule may limit our ability to make withdrawals of capital and receive dividends from Nuveen Securities, LLC. The regulatory net capital of Nuveen Securities, LLC consistently exceeded such minimum net capital requirements during 2013.

        Our subsidiary, Nuveen Global Investments Ltd. ("Nuveen Global"), has the permission of the Financial Conduct Authority to conduct a regulated business in the United Kingdom. Nuveen Global's primary business purpose is to distribute our investment products in Europe and certain other international markets. Under the Financial Services and Markets Act of the United Kingdom, Nuveen Global is subject to certain capital requirements that may limit our ability to make withdrawals of capital from Nuveen Global.

        Each of the Nuveen funds is registered with the SEC under the Investment Company Act, which imposes numerous obligations on registered funds, including recordkeeping, operating and marketing requirements and disclosure obligations. Except for privately offered funds exempt from registration, each of our domestic funds is required to make notice filings with all states in which they are offered for sale. Certain of the Nuveen funds, our commodity exchange-traded products and certain of our private funds are regulated by the CFTC. Nuveen-sponsored UCITS are domiciled in Ireland and registered for public sale in several countries around the world and are subject to the laws of, and to supervision by, the governmental authorities of those countries. Our offshore private funds are subject to the laws and regulatory bodies of the jurisdictions in which they are domiciled. Our closed-end funds and commodity exchange-traded products are subject to the rules of, and supervision by, the securities exchanges on which their shares are listed.

Litigation and Regulatory Proceedings

        From time to time, we are involved in legal matters relating to claims arising in the ordinary course of business such as disputes with employees or customers, and in regulatory inquiries that may involve the industry generally or be specific to us. There are currently no such matters or inquiries pending that we believe would have a material adverse effect on our business or financial condition.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Holdings owns 100% of the issued and outstanding shares of common stock of Parent, which, in turn, owns 100% of the issued and outstanding shares of common stock of the Issuer. Holdings has two classes of limited liability company interests outstanding, which are classified as Class A Units and Class A-Prime Units. Each of the Class A Units and Class A-Prime Units has the rights, privileges, restrictions and limitations that are set forth in the limited liability company agreement of Holdings. As of March 13, 2014, Holdings had 365,773,104.38 Class A Units and 3,420,000 Class A-Prime Units outstanding. The number of Class A Units outstanding does not include the deferred Class A Units awarded to employees and directors under our equity-based compensation plan, which may be settled, at the Company's discretion, in the form of Class A Units or cash.

        The following table sets forth certain information as of March 13, 2014 with respect to Class A Units of Holdings beneficially owned by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Class A Units, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group.

        The amounts and percentages of Class A Units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

        Except as indicated in the footnotes to the table, to our knowledge, each of the unitholders listed below has sole voting and investment power with respect to the Class A Units owned by such

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unitholder. Unless otherwise noted, the address of each beneficial owner of Class A Units is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

	Class A Units(1)
Name of Beneficial Owner	Number of Class A Units Beneficially Owned		Percent of Class
Principal Unitholders:
MDP Funds(2)(3)		215,667,655.18		59	%
U.S. Bancorp(4)		33,837,951.21		9	%
Partners Group(5)		33,842,230.93		9	%
Directors and Named Executive Officers:
John P. Amboian(6)		4,007,510.81		1	%
Glenn R. Richter		538,192.26		*
Thomas S. Schreier, Jr.		451,625.92		*
William Adams IV		432,590.00		*
John L. MacCarthy		473,768.29		*
Terrance R. Dolan(7)		—		*
Vahe A. Dombalagian(8)		—		*
Frederick W. Eubank II(9)		—		*
Timothy M. Hurd(10)		—		*
Edward M. Magnus(10)		—		*
Samuel M. Mencoff(2)		—		*
Eugene S. Sunshine		28,920.00		*
Mark B. Tresnowski(8)		—		*
Peter S. Voss		28,920.00		*
All Directors and Executive Officers as a group (15 persons)		6,074,487.28		2	%

*

Indicates less than 1%

(1)

These columns do not include unsettled deferred Class A Units awarded to employees and directors under our equity-based compensation plan, which may be settled, at the Company's discretion, in the form of Class A Units or cash.

(2)

The limited liability company agreement of Holdings provides that the business and affairs of Holdings will be managed by the board of managers of Holdings. Members of the board of managers of Holdings are appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officer serves as a member and a majority of the members of the board may appoint up to three independent members. The MDP entities described below, John A. Canning, Paul J. Finnegan and Samuel M. Mencoff may be deemed to beneficially own all the outstanding shares of common stock of the Issuer indirectly beneficially owned by Holdings, directly held by its wholly owned subsidiary, Parent. Each of such MDP entities and Messrs. Canning, Finnegan and Mencoff disclaim beneficial ownership of such shares of common stock of the Issuer.

(3)

Represents (i) 163,440,186.76 Class A Units directly held by MDCP Holdco (Windy), LLC ("MDCP Holdco") and (ii) 52,227,468.42 Class A Units directly held by MDCP Co-Investors (Windy), L.P. ("MDCP Co-Investors" and, together with MDCP Holdco, the "MDP Funds"). The managers of MDCP Holdco are Madison Dearborn

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Capital Partners V-A, L.P. ("MDCP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDCP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("Executive V-A") and Madison Dearborn Partners V-A&C, L.P. ("MDP V-A&C"). MDP V-A&C is also the general partner of each of MDCP V-A, MDCP V-C, Executive V-A and MDCP Co-Investors. All of the Class A Units directly held by the MDP Funds may be deemed to be beneficially owned by MDP V-A&C. As the sole members of a committee of MDP V-A&C that has the power, acting by majority vote, to vote or dispose of the Class A Units directly held by the MDP Funds, John A. Canning, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such Class A Units. Each of MDP V-A&C and Messrs. Canning, Finnegan and Mencoff disclaim beneficial ownership of such Class A Units except to the extent of each of such person's pecuniary interests therein. The address for each of the foregoing entities and persons is c/o Madison Dearborn Partners, LLC, Three First National Plaza, 70 West Madison Street, Suite 4600, Chicago, Illinois, 60602. MDCP Holdco also holds 3,420,000 Class A-Prime Units of Holdings, which represent the right to participate in distributions from Holdings above a certain threshold amount of distributions to the holders of Class A Units, and which currently have a liquidation value of $0.00 based on a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

(4)

Represents 33,837,951.21 Class A Units directly held by Firstar Capital Corporation, which is an indirect wholly owned subsidiary of U.S. Bancorp. The address for each of the foregoing entities is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402.

(5)

Represents 33,842,230.93 Class A Units directly held by Monarch Opportunities Holdings, LLC, which is an investment fund affiliated with Partners Group AG.

(6)

Mr. Amboian disclaims beneficial ownership of 1,950,000 Class A Units included in the table above, which are beneficially owned by family members who reside in his household. The Class A Units are reported on the presumption that Mr. Amboian may share voting and/or investment power because of the family relationship.

(7)

Mr. Dolan is an employee of an affiliate of Firstar Capital Corporation, but he disclaims beneficial ownership of the Class A Units beneficially owned by Firstar Capital Corporation.

(8)

Messrs. Dombalagian, Mencoff and Tresnowski are each an employee of an affiliate of the MDP Funds, but each disclaims beneficial ownership of the Class A Units beneficially owned by the MDP Funds except to the extent of each of such person's pecuniary interests therein. The address for Messrs. Dombalagian, Mencoff and Tresnowski is c/o Madison Dearborn Partners, LLC, Three First National Plaza, 70 West Madison Street, Suite 4600, Chicago, Illinois, 60602.

(9)

Mr. Eubank is a managing partner of Pamlico Capital II, L.P., which holds 12,600,389.85 Class A Units, but he disclaims beneficial ownership of the Class A Units beneficially owned by Pamlico Capital II, L.P., except to the extent of his pecuniary interests therein.

(10)

Messrs. Hurd and Magnus are each a former employee of an affiliate of the MDP Funds, but each disclaims beneficial ownership of the Class A Units beneficially owned by the MDP Funds except to the extent of each of such person's pecuniary interests therein.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Management Services Agreement

        Upon the closing of the MDP Transactions, we entered into a management services agreement with affiliates of MDP and certain other equity investors in the Company pursuant to which they agreed to provide us with management, consulting, financial and other advisory services. Pursuant to this agreement, MDP and the other equity investors party thereto were entitled to receive fees based on the amount of any future equity financing and the amount of any future debt financing arranged for the Company by them, in addition to reimbursement of out-of-pocket fees and expenses incurred in any such transaction. The management services agreement also contained customary indemnification provisions in favor of MDP and the other equity investors party thereto. The management services agreement was terminated on July 26, 2013. No fees were paid under this agreement to MDP or any of the other equity investors during the fiscal year ended December 31, 2013.

MDP Investment in a CLO managed by Symphony

        In 2007, an affiliate of MDP purchased approximately $34.2 million in subordinated notes issued by Symphony CLO V. Symphony CLO V is a Cayman Islands limited company formed to issue multiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and other debt obligations. The subordinated notes are not entitled to interest at a stated rate, but are entitled to receive all amounts remaining, if any, after all other obligations of Symphony CLO V have been satisfied in accordance with the priority of payments set forth in the Symphony CLO V governing documents. We have no equity interest in Symphony CLO V or, except by virtue of Symphony's management contract, any other interest in it.

Transactions with MDP

        MDP is a private equity firm that has investments in companies that purchase products or services from, or provide products and services to, us. We believe that such transactions are entered into in the ordinary course of business on terms no less favorable to us than terms that could have been reached with an unaffiliated third party.

Bank of America Disaffiliation and Related Transactions

        Upon completion of the MDP Transactions, affiliates of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML. During February 2011, Holdings, MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' limited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow us to reduce the level of regulatory-based restrictions that historically had limited our ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain of our directors and officers were given the opportunity to purchase equity interests in Holdings on substantially the same terms as those offered and sold in connection

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with the Disaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings to Monarch Opportunities Holdings, LLC (an affiliate of Partners Group Holding AG).

Transactions with Bank of America and U.S. Bancorp

        Upon completion of the MDP Transactions, BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent company of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its remaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML did hold equity interests in Holdings, we regularly engaged in business transactions with Bank of America and its affiliates for the distribution of our open-end funds, closed-end funds and other products and investment advisory services (and continue to engage in such transactions). For example, we participated in "wrap-fee" retail managed account and other programs sponsored by Bank of America and its affiliates through which our investment services were made available to high-net-worth and institutional clients. In addition, we served as sub-advisor to various funds sponsored by Bank of America and its affiliates.

        As a result of the FAF Transaction, Firstar Capital Corporation, an affiliate of U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, we entered into a strategic investment services agreement with U.S. Bank National Association ("USB"), an affiliate of U.S. Bancorp, pursuant to which we will have an ongoing distribution relationship with USB for a period of five years following the closing of the FAF Transaction. In addition, we agreed to provide certain research and other portfolio services to USB in exchange for fees which, for the fiscal years ended December 31, 2011, 2012 and 2013, equaled approximately $5.0 million, $5.1 million, and $5.3 million, respectively, in the aggregate. USB also serves as the trustee under the indentures for the notes and will serve as exchange agent in connection with the exchange offers.

Policies and Procedures for Related Party Transactions

        From time to time, we may do business with certain related parties. The board of directors has not adopted a formal written policy for the review and approval of transactions with related parties. However, the board of directors reviews and approves transactions with related parties as appropriate.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

Overview

        In connection with the MDP Transactions, we entered into a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

        On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

        On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facility. All proceeds of the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

        On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

        On September 19, 2012, we amended our senior secured credit facility pursuant to which, among other things, we:

•

obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

•

used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

•

extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

•

used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

•

obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

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        After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment, had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

        Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

        Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal amount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

Principal Amounts Outstanding

        At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

        At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

Maturity

        Subject to the springing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the commitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

        The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement governing our senior secured credit facility) for the most recently ended four fiscal quarters.

        Under the terms of the credit agreement governing our senior secured credit facility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in the case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a pari passu basis, (ii) the issuance of second-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a second-lien basis, (iii) the issuance of unsecured senior notes or loans, and/or (iv) the

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incurrence of new classes of term loans and/or revolving credit commitments under the credit agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

Prepayments

        The credit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to be prepaid at par, except that voluntary prepayments of the Tranche B Second-Lien Term Loans prior to April 29, 2014, would be subject to a 1.0% prepayment premium.

        We may be required to make a mandatory prepayment of the borrowings outstanding under our senior secured credit facility in certain circumstances, including a material sale of our assets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

Guarantors and Security

        All obligations under our senior secured credit facility are guaranteed by Parent, and each of our present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under our senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of our capital stock and the capital stock of certain of our subsidiaries (excluding significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by us or any guarantor and (ii) on a first-lien basis by substantially all of our and each guarantor's present and future assets, except that the Tranche B Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis.

Interest and Fees

        The Tranche B First-Lien Term Loans bear interest at a rate per annum of LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

        In addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.

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Covenants

        The credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash equivalents to (ii) consolidated adjusted EBITDA (as defined in the credit agreement) of 5.75:1.00 (the "senior secured net leverage ratio"). The credit agreement also contains a number of other covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change our line of business or engage in certain transactions with affiliates.

Events of Default

        The credit agreement governing our senior secured credit facility contains customary events of default including: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts due under our senior secured credit facility; inaccuracy of representations or warranties in any material respect; failure to perform or observe covenants set forth in the documentation governing our senior secured credit facility; cross-defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; loss of lien perfection or priority on a material portion of the collateral; invalidity of guarantees or security documents; ERISA events; and a change of control.

Senior Unsecured Notes

9.125% Senior Notes due 2017 / 9.5% Senior Notes due 2020

        On September 19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of the 2017/2020 Notes. The 2017 Notes will mature on October 15, 2017 and accrue interest at the rate of 9.125% per year. The 2020 Notes will mature on October 15, 2020 and accrue interest at the rate of 9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to repurchase and redeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

        We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid

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interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014		106.844	%
2015		104.563	%
2016 and thereafter		100.000	%

        We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016		104.750	%
2017		102.375	%
2018 and thereafter		100.000	%

        The indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

        The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

        The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration

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Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our obligations under the registration rights agreements, we will be required to pay additional interest to holders of the 2017/2020 Notes.

5.5% Senior Notes due 2015

        We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.5% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5.5% senior notes are not guaranteed by any of our subsidiaries.

        We may redeem the 5.5% senior notes, in whole or in part, at any time upon payment of a redemption price equal to (i) the greater of (a) 100% of the principal amount of the 5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5.5% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

        The indenture governing the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to create liens on the capital stock of our significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) that secure debt senior to the 5.5% senior notes, dispose of the capital stock of any of our significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.

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DESCRIPTION OF NOTES

        You can find the definitions of certain terms used in this "Description of Notes" under the subheading "—Certain Definitions." In this description, the term "Issuer" refers only to Nuveen Investments, Inc. and not to any of its Subsidiaries and the term "Parent" refers only to Windy City Investments, Inc., and not to any of its Subsidiaries.

        The Issuer has previously issued the 2017 Notes and the 2020 Notes. Each series of Notes was issued under an indenture dated September 19, 2012, among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as amended (each an "Indenture" and together the "Indentures"). The Notes were issued in private transactions that were not subject to the registration requirements of the Securities Act. The terms of the Notes include those stated in the applicable Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). Unless the context requires otherwise, references to the "Notes" include the outstanding Notes and the exchange Notes.

        The following description is a summary of the material provisions of the Indentures. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indentures, including the definitions therein of certain terms used below. We urge you to read the Indentures because they, and not this description, will define your rights as Holders of the Notes. You may request copies of the Indentures at our address set forth under "Where You Can Find More Information."

        The registered holder of any Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indentures.

Brief Description of the Notes and the Guarantees

        The Notes:

•

are general, unsecured, senior obligations of the Issuer;

•

are senior in right of payment to any future Subordinated Indebtedness of the Issuer;

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rank equally in right of payment with all existing and future senior Indebtedness of the Issuer that is not subordinated in right of payment to the Notes;

•

are effectively subordinated to all existing and future Secured Indebtedness of the Issuer (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

•

are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of the Issuer that is not a Guarantor of the Notes.

        Each Guarantor's Guarantees of the Notes:

•

are general, unsecured obligations of such Guarantor;

•

are subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness (including Indebtedness under the Credit Agreement);

•

are senior in right of payment to any future Subordinated Indebtedness of such Guarantor;

•

rank equally in right of payment with all other existing and future Indebtedness of such Guarantor;

•

are effectively subordinated to all existing and future Secured Indebtedness of such Guarantor (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

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•

are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of such Guarantor that is not a Guarantor of the Notes.

        As of December 31, 2013, the Issuer and the Subsidiaries had approximately $4.5 billion aggregate principal amount of total Indebtedness, approximately $3.1 billion of which was secured, including borrowings under the Credit Agreement. An additional $190 million was available for borrowing under the revolving credit facility that is part of the Credit Agreement, all of which would be secured if borrowed. The Notes are unsecured. In the event of a bankruptcy or insolvency, any secured lenders will have a prior secured claim to any collateral securing the debt owed to them. The Issuer's obligations under the Credit Agreement are secured by a security interest in certain of its assets, including the capital stock of certain of its subsidiaries.

        The Indenture will permit the Issuer to incur additional Indebtedness, subject to compliance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by the Issuer or its Restricted Subsidiaries.

        As of the date of this prospectus, all of the Subsidiaries of the Issuer are "Restricted Subsidiaries" under the Indentures. Under the circumstances described under "—Certain Covenants—Restricted Payments" and the definition of "Unrestricted Subsidiary," the Issuer is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Indentures and will not guarantee the Notes.

        Certain of our Restricted Subsidiaries do not guarantee the Notes. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of the existing and future liabilities of our non-guarantor Subsidiaries, including any claims of trade creditors, will be effectively senior to the Notes. Our non-guarantor Subsidiaries had aggregate net operating revenues of $87.5 million (excluding $120.3 million in intercompany revenue) for the year ended December 31, 2013, and at December 31, 2013, had total assets and total liabilities of $695 million and $25 million, respectively.

Principal, Maturity and Interest

        The Issuer issued 2017 Notes in an aggregate principal amount of $500.0 million. The Indenture governing the 2017 Notes provides for the issuance of additional 2017 Notes having identical terms and conditions to the 2017 Notes (the "Additional 2017 Notes"), subject to compliance with the covenants contained in such Indenture.

        The Issuer issued 2020 Notes in an aggregate principal amount of $645.0 million. The Indenture governing the 2020 Notes provides for the issuance of additional 2020 Notes having identical terms and conditions to the 2020 Notes (the "Additional 2020 Notes" and together with the Additional 2017 Notes, the "Additional Notes"), subject to compliance with the covenants contained in such Indenture. The Notes and any Additional Notes subsequently issued under each Indenture will be treated as a single class for all purposes under the applicable Indenture, including waivers, amendments, redemptions and offers to purchase.

        Interest on the 2017 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2017 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2017 Notes on the immediately preceding October 1 and April 1. Interest on the 2017 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2017 Notes will mature on October 15, 2017.

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        Interest on the 2020 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2020 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2020 Notes on the immediately preceding October 1 and April 1. Interest on the 2020 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2020 Notes will mature on October 15, 2020.

        The Notes will be issued in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

Additional Interest

        Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreements or as set forth in the Indentures. All references in the Indentures and this "Description of Notes," in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest payable pursuant to the Registration Rights Agreement and/or as set forth in the Indentures.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Issuer at least three Business Days prior to the applicable payment date, the Issuer, through the paying agent or otherwise, will pay all principal, interest and premium and Additional Interest, if any, on that holder's Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York, unless the Issuer elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The Issuer will maintain one or more paying agents (each, a "paying agent") for each series of Notes within the City and State of New York. The initial paying agent for the Notes is the Trustee.

        The Issuer will also maintain one or more registrars (each, a "registrar") and a transfer agent. The initial registrar and transfer agent with respect to the Notes is the Trustee. The registrar and the transfer agent will maintain a register reflecting ownership of Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuer at the office or agency of the registrar within the City and State of New York.

        The Issuer may change the paying agents, the registrars or the transfer agents without prior notice to the holders. The Issuer or any Restricted Subsidiary may act as a paying agent or registrar.

Compliance with the TIA

        The TIA will become applicable to the Indentures upon the qualification of the Indentures under the TIA, which will occur at such time as the Notes have been registered under the Securities Act. The Indentures provide that the Issuer will comply with the provisions of § 314 of the TIA to the extent applicable.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the applicable Indenture. The registrar and the Issuer may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the

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Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Guarantees

        The Guarantors of the Notes jointly and severally guarantee, fully and unconditionally, the Issuer's obligations under the applicable Indenture and the applicable series of Notes on an unsecured basis. Each Guarantor's Guarantee of the Notes is subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor's obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Relating to the Notes and Our Indebtedness—Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us."

        Each Guarantor may consolidate with or merge into or sell its assets to the Issuer or another Guarantor without limitation, or with, into or to any other Persons upon the terms and conditions set forth in the Indenture. See "—Certain Covenants—Merger, Consolidation or Sale of Assets."

        The Guarantee of a Subsidiary Guarantor will be automatically released in the event that:

(a)

the sale, disposition or other transfer (including through merger or consolidation) of (x) Capital Stock of such Subsidiary Guarantor if after such sale, disposition or other transfer such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, provided that, in each case, such sale, disposition or other transfer is made in compliance with the provisions of the applicable Indenture;



(b)

the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the applicable Indenture;



(c)

in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to the covenant described under "—Certain Covenants—Additional Guarantees," the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of all of the Indebtedness which resulted in the obligation to guarantee the Notes, other than as a result of payment under a guarantee of such Indebtedness; or



(d)

such Subsidiary Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (which may be conditioned on the concurrent release hereunder), other than as a result of payment under a guarantee of such Indebtedness, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (6), (7), (8), (9), (10), (11), (16) or (18) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock") and (z) does not guarantee any Indebtedness of the Issuer or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee of the Notes).

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In addition, the Guarantees will be automatically released if the Issuer exercises its legal defeasance option or its covenant defeasance option as described under "—Legal Defeasance and Covenant Defeasance" or its obligations under the applicable Indenture are discharged in accordance with the terms of such Indenture.

Subordination of the Guarantees

        Each Guarantor's Guarantees of the applicable series of Notes are subordinated in right of payment to such Guarantor's Obligations on existing and future Designated Senior Indebtedness. The Guarantees are senior in right of payment to any future Subordinated Indebtedness of such Guarantor. The Guarantees rank equally in right of payment with all other Indebtedness of such Guarantor. The Notes are not subordinated in right of payment to any Indebtedness.

        No Guarantor is permitted to make any payments on its Guarantee of the applicable series of Notes and may not purchase, redeem or otherwise retire any Notes (collectively, "pay on the Guarantees of the Notes") (except in the form of Permitted Junior Securities (other than Disqualified Stock)) if either of the following occurs (a "Payment Default");

(1)

any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due; or



(2)

any other default on any Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Notwithstanding the foregoing, the Guarantors are permitted to pay on the Guarantees of the Notes if the Guarantors and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default (other than a Payment Default) (a "Non-Payment Default") with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantors are not permitted to pay on the Guarantees of the Notes (except in the form of Permitted Junior Securities (other than Disqualified Stock)) for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a "Blockage Notice") of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1)

by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice;



(2)

because the Non-Payment Default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or



(3)

because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Guarantors are permitted to resume paying on the Guarantees of the Notes after the end of such Payment Blockage Period. The Guarantees of the Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Payment Defaults

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with respect to Designated Senior Indebtedness during such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of delivery of any Blockage Notice with respect to any Designated Senior Indebtedness and that was the basis for the initiation of such Blockage Notice will be, or be made, the basis for a subsequent Blockage Notice by the Representative of such Designated Senior Indebtedness unless such Non-Payment Default has been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

        Upon any payment or distribution of the assets of any Guarantor upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Guarantor or its property:

(1)

the holders of Designated Senior Indebtedness of such Guarantor will be entitled to receive payment in full in cash of such Designated Senior Indebtedness before the holders of the Notes are entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Guarantees of the Notes; and



(2)

until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which holders of the Guarantees of the Notes would be entitled but for the subordination provisions of the applicable Indenture will be made to holders of such Designated Senior Indebtedness as their interests may appear, except that holders of the Guarantees of the Notes may receive Permitted Junior Securities.

        If a distribution is made to holders of the Notes that, due to the subordination provisions of the Indentures, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Designated Senior Indebtedness of the Guarantors and pay it over to them as their interests may appear.

        The subordination and payment blockage provisions described above will not prevent a Default from occurring under either Indenture upon the failure of the Issuer to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Issuer or the Trustee must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions described herein. If any Designated Senior Indebtedness of any Guarantor is outstanding, no Guarantor may pay on its Guarantee until five business days after the Representatives of all such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay on the Guarantees of the Notes only if the applicable Indenture (including the subordination provisions) otherwise permits payment at that time.

        A holder of Notes by its acceptance of Notes agrees to be bound by these subordination provisions and authorizes and expressly directs the Trustee under the applicable Indenture, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination of the Guarantees provided for in the Indentures and appoints the Trustee under the Indentures its attorney-in-fact for such purpose.

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        By reason of the subordination provisions contained in the Indentures, in the event of a liquidation or insolvency proceeding, creditors of a Guarantor that are holders of Designated Senior Indebtedness of such Guarantor may recover more, ratably, than the holders of Notes.

Optional Redemption

        On or after October 15, 2014, the Issuer may redeem all or a part of the 2017 Notes at its option, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the 2017 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014		106.844	%
2015		104.563	%
2016 and thereafter		100.000	%

        In addition, at any time prior to October 15, 2014, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2017 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.125% of the principal amount of the 2017 Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such 2017 Notes is contributed to the equity capital of the Issuer); provided, however, that:

(1)

at least 65% of the aggregate principal amount of the 2017 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2017 Notes held by Parent and its Affiliates); and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        The 2017 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2014, at the option of the Issuer upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount of the 2017 Notes redeemed plus the 2017 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

        On or after October 15, 2016, the Issuer may redeem all or a part of the 2020 Notes at its option, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the 2020 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016		104.750	%
2017		102.375	%
2018 and thereafter		100.000	%

        In addition, at any time prior to October 15, 2015, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2020 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.500% of the principal amount of the 2020 Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (provided that if the Equity Offering is an offering by Parent or

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any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such 2020 Notes is contributed to the equity capital of the Issuer); provided, however, that:

(1)

at least 65% of the aggregate principal amount of the 2020 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2020 Notes held by Parent and its Affiliates); and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        The 2020 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2016, at the option of the Issuer upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each holder's registered address, at a redemption price equal to 100% of the principal amount of the 2020 Notes redeemed plus the 2020 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any to, the applicable redemption date.

        The Issuer may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the applicable Indenture.

        Any and all interest payable upon any redemption shall be payable in cash.

Selection and Notice

        If less than all of any series of the Notes are to be redeemed at any time, the Registrar will select Notes of such series for redemption as follows:

(1)

if the Notes of such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or



(2)

if the Notes of such series are not listed on any national securities exchange, on a pro rata basis to the extent practicable or in accordance with customary procedures of DTC.

        No Notes of $2,000 or less can be redeemed in part. Except as otherwise provided herein, notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the applicable Indenture.

        If any Note of any series is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of that Note upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption so long as the Issuer has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the applicable Indenture.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        The Issuer is not required to make mandatory redemption or sinking fund payments with respect to any series of Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under "—Repurchase at the Option of Holders—Change of Control" and

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"—Repurchase at the Option of Holders—Asset Sales." The Issuer may at any time and from time to time purchase any series of Notes in the open market or otherwise.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, unless the Issuer at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, each holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that holder's Notes pursuant to a Change of Control Offer on the terms set forth in the applicable Indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change of Control, unless the Issuer at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, or, at the Issuer's option, in advance of a Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the applicable Indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the applicable Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the applicable Indenture by virtue of such conflict.

        On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)

accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

        The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Issuer is not required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the applicable Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all Notes has been given pursuant to the applicable Indenture as described under "—Optional Redemption" unless and until there is a default in the payment of the applicable redemption price. A Change of Control Offer may be made in

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advance of a Change of Control and may be conditional upon the occurrence of a Change of Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

        The Credit Agreement restricts the Issuer from purchasing Notes, and also provides that the occurrence of certain change of control events with respect to Parent or the Issuer would constitute a default thereunder. Prior to complying with any of the provisions of this "Change of Control" covenant under the Indenture governing the applicable Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Issuer to comply with this covenant, the Issuer could either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking pari passu with the applicable Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness. If the Issuer does not repay such Indebtedness or obtain such consents, the Issuer will remain prohibited from purchasing Notes in a Change of Control, which after appropriate notice and lapse of time would result in an Event of Default under the applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable.

        Future indebtedness that the Issuer or its Subsidiaries may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuer or its Subsidiaries. Finally, the Issuer's ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by its then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk Factors—Risks Related to the Notes and Our Indebtedness—We may not be able to finance a change of control offer required by the indentures."

        The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the applicable Indenture are applicable. Except as described above with respect to a Change of Control, neither Indenture contains provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction, unless such transaction includes an Asset Sale, as described below.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer or its Subsidiaries and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the initial purchasers of the Notes. Subject to the limitations discussed below, the Issuer or its Subsidiaries could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the applicable Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of the Issuer or its credit ratings. Restrictions on the ability of the Issuer and its Subsidiaries to incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

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        The definition of "Change of Control" includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Issuer to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

        For purposes of clause (2) above, the amount of (i) any liabilities other than contingent liabilities (as shown on the Issuer's or the applicable Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, (iii) any assets described in clause (2) or (3) below, and (iv) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) an amount equal to 2.0% of Total Assets of the Issuer on the date on which such Designated Non-cash Consideration is received (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

(1)

(i) to reduce Obligations under Secured Indebtedness of the Issuer or any Restricted Subsidiary, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Issuer or another Restricted Subsidiary), (iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (iv) to reduce Indebtedness of the Issuer that ranks pari passu in right of payment with the Notes or Indebtedness of a Guarantor that ranks pari passu in right of payment with such Guarantor's Guarantee of the Notes (provided that if the Issuer shall so reduce Obligations under Indebtedness that ranks pari passu in right of payment with the Notes or the Guarantees (other than Indebtedness specified in clauses (i) through (iii) above), it will equally and ratably reduce Obligations under the Notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by causing the Issuer to make an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all holders of Notes to purchase

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at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes), in each case other than Indebtedness owed to Parent or any Restricted Subsidiary;

(2)

to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other non-current assets, in each of (A), (B) and (C), used or useful in a Permitted Business;



(3)

to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale; and/or



(4)

to make any Seed Capital Investment.

        Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute "Excess Proceeds"; provided that if during such 365-day period the Issuer or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement).

        When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer or the applicable Restricted Subsidiary will make an offer (an "Asset Sale Offer") to all holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in the Indentures with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

        Pending the final application of any Net Proceeds, the Issuer or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the applicable Indenture.

        If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the applicable Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Registrar will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Issuer or the applicable Restricted Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the applicable Indenture, the Issuer or the applicable Restricted Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the applicable Indenture by virtue of such conflict.

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        The Credit Agreement restricts the Issuer from purchasing Notes. In the event of an Asset Sale, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the Indebtedness under the Credit Agreement. If the Issuer does not obtain such consents or refinance such Indebtedness, the Issuer will remain prohibited from purchasing the Notes, which after appropriate notice and lapse of time would result in an Event of Default under the applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable. Future indebtedness that the Issuer or its Subsidiaries may incur may contain similar restrictions. Moreover, the exercise by the holders of their right to require the Issuer to repurchase their Notes could cause a default under such indebtedness, even if the repurchase itself does not, due to the financial effect of such repurchase on the Issuer or its Subsidiaries.

Certain Covenants

        Set forth below are summaries of certain covenants contained in each Indenture.

        If, on any date, (i) a series of Notes has Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the applicable Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event") then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under "—Repurchase at the Option of Holders—Asset Sales" and the covenants specifically listed under the following headings in this "Description of Notes" section of this prospectus will no longer be applicable to such series of Notes (collectively, the "Suspended Covenants"):

(1)

"—Restricted Payments";



(2)

"—Incurrence of Indebtedness and Issuance of Preferred Stock";



(3)

"—Limitation on Prepayment or Modification of Existing Notes";



(4)

"—Transactions with Affiliates";



(5)

"—Dividend and Other Payment Restrictions Affecting Subsidiaries"; and



(6)

clause (4) of the first paragraph of "—Merger, Consolidation or Sales of Assets."

        If and while the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants, the applicable series of Notes will be entitled to substantially less covenant protection. In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under the applicable Indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the applicable Series of Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the applicable Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period."

        On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock" below. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Restricted Payments" will be made as though the covenant described under "—Restricted Payments" had been in effect prior to, and during, the Suspension Period. As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension

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Period. On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

        For purposes of the "—Dividend and Other Payment Restrictions Affecting Subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph under "—Dividend and Other Payment Restrictions Affecting Subsidiaries."

        For purposes of the "—Repurchase at the Option of Holders—Asset Sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

        For purposes of the "Transactions with Affiliates" covenant, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under "—Transactions with Affiliates."

        During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

        There can be no assurance that any series of Notes will ever achieve or maintain Investment Grade Ratings.

Restricted Payments

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a)

declare or pay any dividend or make any other distribution on account of the Issuer's or any of its Restricted Subsidiaries' Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (A) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) and (B) dividends or distributions by a Restricted Subsidiary payable on or in respect of any class or series of its securities, provided that such dividend or distribution is made in accordance with the terms of the agreement or instrument governing such class or series of securities);



(b)

purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;



(c)

make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clause (8) of the definition of "Permitted Debt" or (y) the purchase, repurchase or other acquisition or retirement of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, acquisition or retirement); or



(d)

make any Restricted Investment;

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(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;



(2)

the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described below under "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(3)

such Restricted Payment, together with (A) the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (11), (13), (14) and (15) of the next succeeding paragraph; provided that the calculation of Restricted Payments shall also exclude the amounts paid or distributed pursuant to clause (1) of the next paragraph to the extent that the declaration of such dividend or other distribution shall have previously been included as a Restricted Payment) and (B) the aggregate amount of all prepayments of Existing Notes pursuant to clause (B) of the second proviso of the covenant contained under "—Certain Covenants—Limitation on Prepayment or Modification of Existing Notes" made by the Issuer and its Restricted Subsidiaries after the Issue Date, is less than the sum, without duplication, of



(a)

50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b)

100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property received by the Issuer after the Issue Date from the issue or sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) of (x) Equity Interests of the Issuer (excluding (i) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) cash proceeds received from the sale of Refunding Capital Stock (as defined below) to the extent such amounts have been applied to Restricted Payments made in accordance with clause (2) of the next succeeding paragraph, (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities or Disqualified Stock of the Issuer that has been converted into or exchanged for Equity Interests of the Issuer (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent Issuer sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock), plus

(c)

100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property contributed to the equity capital of the Issuer after the Issue Date (other than (i) by a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries, (ii) any Excluded Contributions, (iii) any Disqualified Stock, (iv) any Refunding Capital Stock, (v) any Designated Preferred Stock and (vi) cash proceeds

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applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d)

to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Issuer or a Restricted Subsidiary after the Issue Date in cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property received by the Issuer or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Issuer or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or other distribution from an Unrestricted Subsidiary, plus

(e)

in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary or of the assets transferred (as applicable), as determined by the Board of Directors of the Issuer in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment), plus

(f)

$50.0 million.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the applicable Indenture;



(2)

(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer ("Retired Capital Stock") or Subordinated Indebtedness in exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to the Issuer or any of its Subsidiaries) of Equity Interests of the Issuer or contributions to the equity capital of the Issuer (in each case, other than Disqualified Stock) ("Refunding Capital Stock") and (B) the declaration and payment of dividends on Retired Capital Stock out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

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(3)

the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower of such Subordinated Indebtedness which is incurred in compliance with the covenant "—Incurrence of Indebtedness and Issuance of Preferred Stock" so long as (A) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as such Subordinated Indebtedness so redeemed, repurchased, acquired or retired, (B) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (C) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;



(4)

a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any Subsidiary or any of its direct or indirect parent companies (or their permitted transferees, assigns, estates or heirs) pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan, agreement or arrangement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement); provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer), with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $75.0 million in any calendar year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date plus (B) the cash proceeds of "key man" life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) (it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder (to the extent such debt was incurred to purchase Equity Interests of the Issuer or any of its direct or indirect parent companies)) minus (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);



(5)

the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock;" provided such Disqualified Stock is included in the calculation of Consolidated Total Indebtedness for such entity;



(6)

the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) and the declaration and payment of dividends to any direct or indirect parent company of the Issuer the proceeds of which will

115

be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Issuer issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions thereon) on a pro forma basis, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or as "Permitted Debt" and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7)

repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;



(8)

the payment of dividends on the Issuer's common stock (or the payment of dividends to any direct or indirect parent company of the Issuer, as the case may be, to fund the payment by any such parent company of the Issuer of dividends on such entity's common stock) following the first public offering of the Issuer's common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, in an aggregate amount not to exceed, in any year, 6% of the net cash proceeds received by or contributed to the Issuer after the Issue Date in any such public offering, other than public offerings of common stock of the Issuer (or any direct or indirect parent company of the Issuer) registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;



(9)

Investments that are made with Excluded Contributions;



(10)

the payment of dividends or other distributions to any direct or indirect parent company of the Issuer to fund the payment by any such parent company of interest payments or AHYDO Catch Up Payments on Indebtedness, or dividends on Preferred Stock, of such parent company incurred or issued after the Issue Date; provided, however, that (A) the net cash proceeds of such Indebtedness or such Preferred Stock, as the case may be, are contributed to the Issuer as common equity, (B) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the amount of net cash proceeds of such Indebtedness or Preferred Stock actually contributed to the Issuer as common equity and (C) after giving effect to such dividends or other distributions, the amount available for Restricted Payments pursuant to clause (3) of the first paragraph of this covenant shall not be less than $0;



(11)

distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility;



(12)

the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness or Disqualified Stock pursuant to provisions similar to those described under "—Repurchase at the Option of Holders—Change of Control" and "—Repurchase at the Option of Holders—Asset Sales"; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

116

(13)

the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Issuer in amounts required for such Person to pay, without duplication:



(i)

franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;



(ii)

federal, foreign, state and local income or franchise taxes (or any alternative tax in lieu thereof); provided, that, in each fiscal year, the amount of such payments shall be equal to the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;



(iii)

customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;



(iv)

general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;



(v)

amounts payable pursuant to the Management Agreement;



(vi)

fees and expenses other than to Affiliates of the Issuer related to (1) any unconsummated equity or debt offering of such parent entity, (2) any Investment otherwise permitted under this covenant (whether or not successful) and (3) any transaction of the type described under the heading "—Merger, Consolidation or Sale of Assets";



(vii)

cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer or any direct or indirect parent;



(viii)

amounts to finance Investments otherwise permitted to be made pursuant to the Indentures; provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Issuer or one of its Restricted Subsidiaries (to the extent not prohibited by covenant entitled "Merger, Consolidation or Sale of Assets") in order to consummate such Investment, (3) such direct or indirect parent company and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the Issuer shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments" and (5) such Investment shall be deemed to be made by the Issuer or such Restricted Subsidiary by another paragraph of this paragraph (other than pursuant to clause (9) hereof) or pursuant to the definition of "Permitted Investments" (other than clause (11) thereof);



(ix)

reasonable and customary fees payable to any directors of any direct or indirect parent of the Issuer and reimbursement of reasonable out of pocket costs of the directors of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent

117

reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(x)

reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;



(14)

cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Issuer);



(15)

distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Issuer or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) below or clause (10) of the definition of "Permitted Investments");



(16)

[Reserved];



(17)

Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, without giving effect to any sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities or are included in the calculation under clause (3)(d) of the first paragraph of this covenant, not to exceed the greater of (i) $75.0 million and (ii) 14% of Trailing EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);



(18)

payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole that complies with the terms of the Indenture, including the covenant described under "—Merger, Consolidation or Sale of Assets"; and



(19)

the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Issuer or any of its direct or indirect parent companies pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided, however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Issuer).

provided, however, that at the time of, and after giving effect to, (i) any Restricted Payment permitted under clauses (4), (5), (6), (8), (12), (13)(v) and (vi) and (17) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) any Restricted Payment permitted under clause (10) above, no Default or Event of Default specified in clause (1), (2), (5) or (6) of the definition thereof shall have occurred and be continuing or would occur as a consequence thereof.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Issuer.

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        As of the date of this prospectus, all of the Issuer's Subsidiaries are Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described in this summary.

        For the avoidance of doubt, any dividend or distribution otherwise permitted pursuant to this covenant may be in the form of a loan.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively "incur") any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Total Leverage Ratio of the Issuer and its Restricted Subsidiaries (on a consolidated basis) for the Issuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been less than 7.0 to 1.0 determined on a pro forma basis; provided further, that any incurrence of Indebtedness or issuance of Preferred Stock pursuant to this paragraph by a Restricted Subsidiary that is not a Guarantor is subject to the limitations of set forth in the last paragraph of this covenant.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, "Permitted Debt"):

(1)

the incurrence by the Issuer or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Issuer or any Restricted Subsidiary of the guarantees thereunder and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount, equal to (A) $3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness, plus (B) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Leverage Ratio of the Issuer would not exceed 5.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (B)), minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales minus (D) the aggregate amount of Indebtedness incurred by a Receivables Subsidiary and then outstanding pursuant to clause (18) of this paragraph;



(2)

the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes (including any Guarantee thereof) issued on the Issue Date and any Notes and related Guarantees to be issued in exchange for the Notes issued on the Issue Date (including any Guarantee thereof) pursuant to the Registration Rights Agreement;

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(3)

the incurrence by a Broker-Dealer Subsidiary of Indebtedness incurred in connection with the settlement of securities transactions in the ordinary course of business in an amount not to exceed $50.0 million at any one time outstanding;



(4)

any Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clause (1) or (2) above), including the Existing Notes;



(5)

(i) Indebtedness (including Capitalized Lease Obligations) incurred by the Issuer or any Restricted Subsidiary to finance the purchase, construction, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), and (ii) Indebtedness incurred to refinance any such Indebtedness under subclause (i), in an aggregate principal amount under this clause (5) that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5), does not exceed the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;



(6)

Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed or paid within 60 days following such drawing or incurrence;



(7)

indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;



(8)

Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to constitute the incurrence of such Indebtedness not permitted by this clause (8) and (B) if the Issuer or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Issuer or such Guarantor with respect to the Notes or the Guarantees;



(9)

shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);



(10)

Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);



(11)

obligations in respect of customs, stay, bid, appeal, performance and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by the Issuer or any Restricted Subsidiary or obligations

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in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

(12)

Indebtedness of the Issuer or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12) does not at any one time outstanding exceed the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;



(13)

(x) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (3) above) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indentures; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary or the Issuer, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer incurred in accordance with the terms of the Indentures;



(14)

the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund, replace or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2) and (4) above, this clause (14) and clause (15) below or any Indebtedness issued to so refund, replace, redeem, extend or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the "Refinancing Indebtedness") prior to its respective maturity; provided, however, that (A) such Refinancing Indebtedness has a Weighted Average Life to Maturity which is not less than the Weighted Average Life to Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, and has a Stated Maturity not earlier than the Stated Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, (B) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes or the Guarantees at least to the same extent as the Indebtedness being refunded, replaced or refinanced, (C) such Refinancing Indebtedness shall not have any obligors that were not obligors of the Indebtedness being refunded, replaced or refinanced, (D) such Refinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, redeemed, extended or refinanced and (E) any Preferred Stock shall be refunded, replaced or refinanced with Preferred Stock;



(15)

subject to the last paragraph of this covenant, (i) Indebtedness or Preferred Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by, the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture or (ii) Indebtedness of the Issuer or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Issuer or such Restricted Subsidiary of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger or consolidation with, any Person owning such assets); provided, that after giving effect to such incurrence of Indebtedness either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first

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paragraph of this covenant or (B) the Total Leverage Ratio would be less than or equal to such Total Leverage Ratio immediately prior to such acquisition;

(16)

Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;



(17)

Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;



(18)

Indebtedness incurred by a Receivables Subsidiary in connection with a Receivables Facility;



(19)

Indebtedness consisting of promissory notes issued by the Issuer or any Guarantor to current or former officers, directors, consultants and employees, their respective estates, spouses, former spouses, heirs or family members to finance the purchase or redemption of Equity Interests of the Issuer or any of its direct or indirect parent companies permitted by the covenant described under "—Restricted Payments";



(20)

Indebtedness of the Issuer or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge";



(21)

Indebtedness of the Issuer or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;



(22)

cash management obligations and Indebtedness in respect of netting services, employee credit card programs or similar arrangements in connection with cash management and deposit accounts or security accounts;



(23)

Indebtedness representing deferred compensation to employees of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business; and



(24)

Indebtedness or Preferred Stock of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million at any one time outstanding.

        For purposes of determining compliance with this "—Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant (so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification), and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest or dividends, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness or Preferred Stock will not be deemed to be an incurrence of Indebtedness or Preferred Stock for purposes of this covenant and the covenant described under "—Liens." Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the definition of Permitted Debt and any such Indebtedness that was outstanding under the Credit Agreement as of the Issue Date may not later be re-classified.

        For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and

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interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

        The Issuer will not, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt) of the Issuer, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer. No Guarantor will, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt, but excluding Designated Senior Indebtedness) of such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to such Guarantor's Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of such Guarantor. Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority.

        Notwithstanding anything to the contrary contained in the first paragraph of this covenant or in the definition of Permitted Debt, no Restricted Subsidiary of the Issuer that is not a Guarantor shall incur any Indebtedness or issue any Preferred Stock in reliance on the first paragraph of this covenant or clause (15) of the definition of Permitted Debt, or guarantee (in reliance on clause (13) of the definition of Permitted Debt) any Indebtedness incurred by the Issuer or a Restricted Subsidiary in reliance on the first paragraph of this covenant or clause (15) of this definition of Permitted Debt (collectively, the "Limited Non-Guarantor Debt Exceptions"), if the amount of such Indebtedness or Preferred Stock, when aggregated with the amount of all other Indebtedness or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA; provided, that in no event shall any Indebtedness or Preferred Stock of any Restricted Subsidiary that is not a Guarantor (x) existing at the time it became a Restricted Subsidiary or (y) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly Owned Subsidiary (and in the case of clauses (x) and (y), not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this paragraph.

Limitation on Prepayment or Modification of Existing Notes

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly purchase, redeem, defease or otherwise acquire or retire for value (for purposes of this covenant, "prepay") any of the Existing Notes prior to the final maturity date thereof (as in effect on the Issue Date); provided that the Issuer may, so long as no Default or Event of Default exists or would result therefrom, prepay any Existing Notes; provided that (A) any such prepayment shall be funded only with

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the proceeds of unsecured Indebtedness incurred substantially concurrently with such prepayment and (a) at the time of incurrence and after giving pro forma effect thereto and to the application of the proceeds thereof, (I) the Guaranteed Indebtedness Leverage Ratio shall be no greater than 7.20 to 1.0 or (II) such Indebtedness is incurred pursuant to clause (14) of the definition of "Permitted Debt" and (b) such Indebtedness shall have a Weighted Average Life to Maturity which is longer than the Weighted Average Life to Maturity of the Notes, and has a Stated Maturity later than the Stated Maturity of the Notes or (B) after giving effect thereto, the amount available for Restricted Payments under clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments" shall not be less than $0.

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, amend the Existing Notes or the Existing Notes Indenture, or any supplemental indenture in respect thereof, in any way (i) to make the final maturity date of the Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity of the Existing Notes, (iii) to modify or change any provision of the Existing Notes Indenture or the related definitions in a manner that is more restrictive to the Issuer than the Existing Notes Indenture as in effect on the Issue Date, (iv) to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures the Existing Notes, (v) to provide guarantees of the Existing Notes by any Subsidiary of the Issuer or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

Liens

        The Issuer will not, and will not permit any of its Restricted Subsidiaries that are Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Issuer or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)

in the case of Liens securing Subordinated Indebtedness of the Issuer, the Notes are secured by a Lien on such property, assets or proceeds of the Issuer that is senior in priority to such Liens;



(2)

in the case of Liens securing Subordinated Indebtedness of any Guarantor, the Guarantee of such Guarantor is secured by a Lien on such property, assets or proceeds of such Guarantor that is senior in priority to such Liens;



(3)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of the Issuer, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Issuer; and



(4)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of any Guarantor, the Guarantee of such Guarantor is equally and ratably secured by a Lien on such property, assets or proceeds of such Guarantor.

        The foregoing shall not apply to:

(i)

Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;



(ii)

Liens securing all of the Notes and the related Guarantees and all of the Notes issued in exchange therefor pursuant to the Registration Rights Agreement (including Notes issued in exchange for Additional Notes) and secured by a Lien (in each case in accordance with the terms of the applicable Indenture) and the related Guarantees;



(iii)

Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (5) of the definition of "Permitted Debt"; or

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(iv)

Permitted Liens.

        Any Lien created for the benefit of the holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1), (2), (3) and (4) above.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;



(2)

make loans or advances to the Issuer or any of its Restricted Subsidiaries; or



(3)

sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

contractual encumbrances or restrictions in effect (x) pursuant to a Credit Facility or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date;



(2)

the Indentures, the Notes and Guarantees (including any Notes issued in exchange for the Notes and related Guarantees);



(3)

purchase money obligations or other obligations described in clause (5) of the definition of "Permitted Debt" that, in each case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;



(4)

applicable law or any applicable rule, regulation or order;



(5)

any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;



(6)

contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;



(7)

Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" and "—Liens" that limits the right of the debtor to dispose of the assets securing such Indebtedness;



(8)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(9)

other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred subsequent to the Issue Date pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) that is incurred by a

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Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock";

(10)

customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;



(11)

customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;



(12)

restrictions and conditions by the terms of the documentation governing any Receivables Facility that in the good faith determination of the Issuer are necessary or advisable to effect such Receivables Facility;



(13)

negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under the applicable Indenture;



(14)

any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (1), (2), (3) or (5) above; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Issuer, not materially less favorable to the holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Issuer's and Guarantors' ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due; provided, further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the holders of the Notes than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date; and



(15)

any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Issuer determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the notes and any other Indebtedness that is an obligation of the Issuer and (ii) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings or agreements (as determined by the Issuer in good faith).

Transactions with Affiliates

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction") involving aggregate consideration in excess of $10.0 million, unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or Restricted Subsidiary with an unrelated Person; and

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(2)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a majority of the Board of Directors of the Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer with respect to such Affiliate Transaction) have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Issuer.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any transaction with the Issuer, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;



(2)

Restricted Payments and Permitted Investments (including Seed Capital Investments) permitted by the Indenture;



(3)

the payment by the Issuer or any of its Restricted Subsidiaries, of management, consulting, monitoring and advisory fees, termination or indemnification payments and related reasonable expenses pursuant to the Management Agreement;



(4)

payments in respect of reasonable employment, severance and any other compensation arrangements with, and fees and reasonable expenses paid to, and indemnities provided on behalf of (and entering into related agreements with) officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;



(5)

payments made by the Issuer or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by majority of the Board of Directors of the Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer with respect to such Affiliate Transaction) in good faith;



(6)

transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;



(7)

payments or loans (or cancellations of loans) to employees or consultants of the Issuer or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Issuer in good faith and which are otherwise permitted under the Indenture;



(8)

payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement (which is permitted under clause (3)), including additional parties that may be added subsequent to the Issue Date and any amendment thereto to the extent such an amendment is not adverse to the interests of the holders of the Notes in any material respect;



(9)

transactions with customers, clients, suppliers, or purchasers or sellers of goods or services (including Parent and its Subsidiaries), in each case in the ordinary course of business and otherwise in compliance with the terms of the Indentures that are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of

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Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(10)

if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder, any director, officer, employee or consultant of the Issuer or its Subsidiaries or any other Affiliates of the Issuer (other than a Subsidiary);



(11)

any transaction permitted by the covenant "—Merger, Consolidation or Sale of Assets";



(12)

any transaction with a Receivables Subsidiary effected as part of a Receivables Facility;



(13)

the Transactions and the payment of the Transaction Expenses;



(14)

payments by the Issuer and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);



(15)

payments to investment and commercial banks (or their affiliates) for financial advisory and other investment and commercial banking services and financings provided by them in the ordinary course of business on ordinary commercial terms;



(16)

investments by Affiliates of the Issuer in investment funds managed by the Issuer or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and



(17)

any transaction with, or payment to, any financial institution or distribution participant in connection with the sale or distribution of securities or providing investment management services in the ordinary course of business of the Issuer and its Restricted Subsidiaries.

Business Activities

        The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Issuer and its Subsidiaries taken as a whole.

Payments for Consent

        The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indentures or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Additional Guarantees

        The Issuer will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $25.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (3), (6), (7), (8), (9), (10), (11), (16) and (18) of the definition of "Permitted Debt") and (ii) each Restricted Subsidiary that guarantees any Indebtedness of the Issuer or any of the Guarantors, in each case, within 10 business days of such incurrence of any such Indebtedness or guarantee of such Indebtedness, to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under the Indentures on the same terms and conditions as those set forth in the Indentures.

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        Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        Each Guarantee shall automatically be released in accordance with the provisions of the applicable Indenture described under "—Guarantees."

Merger, Consolidation or Sale of Assets

        The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)

(a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Issuer or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Company");



(2)

the Successor Company (if other than the Issuer) assumes all the obligations of the Issuer under the applicable Notes, the applicable Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction, no Default or Event of Default exists;



(4)

immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (b) the Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and



(5)

each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the applicable Notes, the applicable Indenture and the Registration Rights Agreement.

        The predecessor company will be released from its obligations under the applicable Indenture and the applicable Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the applicable Indenture and the applicable Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the applicable Notes.

        Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Issuer or to another Guarantor, (b) the Issuer merging with an Affiliate solely for the purpose of reincorporating the Issuer, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.

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        Subject to certain limitations described in the Indentures governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor (other than Parent) will not, and the Issuer will not permit such Guarantor to, (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)

(a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Guarantor");



(2)

the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor under the applicable Guarantee, the applicable Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction, no Event of Default exists; and



(4)

the transaction is made in compliance with the covenant described under "—Repurchase at the Option of Holders—Asset Sales."

        The predecessor company will be released from its obligations under the applicable Indenture and its applicable Guarantee and the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Indenture and such Guarantee, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligation under such Guarantee.

        Notwithstanding the foregoing, any Guarantor (other than Parent) (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Issuer or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets.

        Parent will not (1) consolidate or merge with or into another Person (whether or not Parent is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)

(a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (Parent or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the "Successor Parent Guarantor");



(2)

the Successor Parent Guarantor (if other than Parent) assumes all the obligations of Parent under the applicable Guarantee, the applicable Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and



(3)

immediately after such transaction, no Event of Default exists.

        The predecessor company will be released from its obligations under the Indenture and its Guarantee and the Successor Parent Guarantor will succeed to, and be substituted for, and may exercise every right and power of, Parent under the applicable Indenture and such Guarantee, but, in

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the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligation under such Guarantee.

        Notwithstanding the foregoing, Parent may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Issuer or to another Guarantor.

        For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Issuer.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

Reports

        Whether or not required by the Commission, so long as any Notes of any series are outstanding, if not filed electronically with the Commission through the Commission's Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Issuer will furnish to the holders of Notes of such series, by posting on its publicly available website, within fifteen days after the deadlines specified in the Commission's rules and regulations for a filer that is a "non-accelerated filer":

(1)

substantially the same quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K, if the Issuer were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Issuer's certified independent accountants; and



(2)

substantially the same current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports (other than those current reports relating to Section 3 (Securities and Trading Markets), Section 5 (Corporate Governance and Management), Section 6 (Asset-Backed Securities) and Section 8 (Other Events) or successor provisions; provided, however, that the Issuer shall be required to file current reports relating to change of control of the Issuer, any amendments to the charter documents of the Issuer or any Guarantor that materially modify the rights of security holders).

To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under "Events of Default and Remedies" if holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

        The Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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        So long as any Notes are outstanding, the Issuer will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Issuer to obtain such information.

        In addition, if at any time Parent or any direct or indirect parent company that becomes a Guarantor (there being no obligation of any such parent company to do so) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any other direct or indirect parent of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of the Issuer, be filed by and be those of Parent or such parent company (as applicable) rather than the Issuer; provided that the same is accompanied by consolidating information as required by Rule 3-10 of Regulation S-X that explains in reasonable detail the differences between the information relating to Parent and such other parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

Events of Default and Remedies

        Under each Indenture, an Event of Default is defined as any of the following:

(1)

the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;



(2)

the Issuer defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days;



(3)

the Issuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the applicable Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clause (1) or (2) above) and such default or breach continues for a period of 60 days (or 90 days with respect to the covenant described under "—Reports") after notice of the default or breach has been given to the Issuer by the Trustee or the Holders of at least 25% of the aggregate principal amount of the outstanding Notes;



(4)

a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent, the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Issuer or any Restricted Subsidiary (other than Indebtedness owed to Parent, the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods, amendments or waivers) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final

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maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5)

certain events of bankruptcy affecting Parent, the Issuer or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary);



(6)

the failure by Parent, the Issuer or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities or insurance policies as to which liability coverage has not been denied by the insurance company or indemnifying party), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable; or



(7)

the Guarantee of Parent or a Significant Subsidiary that is a Guarantor or any group of Subsidiaries that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of the applicable Indenture.

        If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Issuer) shall occur and be continuing, the Trustee, by written notice to the Issuer, or the holders of at least 25% in aggregate principal amount of the outstanding Notes under the applicable Indenture by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on the applicable Notes to be due and payable, which notice shall specify the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable.

        If an Event of Default specified in clause (5) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes.

        Each Indenture provides that, at any time after a declaration of acceleration with respect to the applicable Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the applicable Notes may rescind and cancel such declaration and its consequences:

(1)

if the rescission would not conflict with any judgment or decree;



(2)

if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;



(3)

to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;



(4)

if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and



(5)

in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officers' Certificate and an opinion of counsel that such Event of Default has been cured or waived.

        No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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        The holders of a majority in principal amount of a series of Notes issued and then outstanding under the applicable Indenture may waive any existing Default or Event of Default under such Indenture, and its consequences, except a default in the payment of the principal of or interest on such Notes.

        In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the applicable Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the applicable Notes as described above be annulled, waived or rescinded upon the happening of any such events.

        Holders of any series of Notes may not enforce the applicable Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under such Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the applicable Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the applicable Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to promptly deliver to the Trustee a statement specifying such Default or Event of Default (unless such Default or Event of Default has been cured prior to such time).

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator, stockholder, unitholder or member of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies, as such (and not as a Guarantor), has any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

Governing Law

        The Indenture, the Notes and the Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

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Legal Defeasance and Covenant Defeasance

        The Issuer may, concurrently and only concurrently, at its option and at any time, elect to have all of its obligations and the obligations of the applicable Guarantors discharged with respect to the outstanding Notes of any series issued under an Indenture ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;



(2)

the Issuer's obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of such Indenture.

        In addition, the Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to certain covenants that are described in the applicable Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes issued thereunder. In the event that a Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Issuer but including such events with respect to any Significant Subsidiary) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes issued under such Indenture.

        In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1)

the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued thereunder on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Issuer has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same

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amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Event of Default has occurred and is continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor are a party or by which the Issuer or any of its Guarantors is bound;



(6)

the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or any Guarantor or others; and



(7)

the Issuer must deliver to the Trustee an Officers' Certificate and an opinion of counsel (which may be subject to certain qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Satisfaction and Discharge

        Each Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1)

either:



(a)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or



(b)

all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year or (iii) have been called for redemption and, in each case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;



(2)

no Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer is a party or by which the Issuer is bound;



(3)

the Issuer has paid or caused to be paid all sums payable by it under the applicable Indenture; and



(4)

the Issuer has delivered irrevocable instructions to the Trustee under the applicable Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be.

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        In addition, the Issuer must deliver an Officers' Certificate and an opinion of counsel (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, each Indenture or the Notes issued thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of either Indenture or the Notes issued thereunder may be waived (except a default in respect of the payment of principal or interest on the Notes) with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each holder affected, an amendment or waiver of either Indenture may not (with respect to any Notes held by a non-consenting holder):

(1)

reduce the principal amount of Notes issued thereunder whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes issued thereunder (other than provisions relating to the covenants described above under "—Repurchase at the Option of Holders" except as set forth in item (11) below);



(3)

reduce the rate of or change the time for payment of interest on any Note issued thereunder;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, and Additional Interest, if any, on the Notes issued thereunder (except a rescission of acceleration of the Notes issued thereunder by the holders of at least a majority in aggregate principal amount of the Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);



(5)

make any Note payable in money other than that stated in the Notes;



(6)

make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes issued thereunder or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such holder's Notes;



(7)

waive a redemption payment with respect to any Note issued thereunder (other than a payment required by one of the covenants described above under "—Repurchase at the Option of Holders" except as set forth in item (11) below);



(8)

make any change in the ranking or priority in right of payment of any Note that would adversely affect the holders of such Notes;



(9)

modify or change any provision of the applicable Indenture or the related definitions affecting the subordination of the Guarantees in a manner that adversely affects the holders of the Notes;



(10)

modify the Guarantees in any manner adverse to the holders of the Notes;

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(11)

amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or



(12)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer, the Guarantors and the Trustee upon receipt of an officer's certificate of no material adverse effect to the holders and opinion of counsel may amend or supplement the applicable Indenture, the Notes or the Guarantees for any of the following purposes issued thereunder:

(1)

to cure any ambiguity, mistake, defect or inconsistency;



(2)

to provide for uncertificated Notes in addition to or in place of certificated Notes;



(3)

to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Issuer's or such Guarantor's obligations under the applicable Indenture, the Notes or any Guarantee in accordance with the provisions of the applicable Indenture;



(4)

to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the applicable Indenture of any such holder;



(5)

to secure the Notes;



(6)

to comply with requirements of the Commission in order to effect or maintain the qualification of the applicable Indenture under the TIA;



(7)

to add a Guarantee of the Notes;



(8)

to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the applicable Indenture; or



(9)

to conform the text of the Indenture, Notes or Guarantees to any provision of this "Description of Notes."

        No amendment of, or supplement or waiver to, either of the Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under the subordination provisions of the Indentures, without the consent of such holder or, in accordance with the terms of such Designated Senior Indebtedness, the consent of the Representative of such holder or the requisite holders of such Designated Senior Indebtedness.

Concerning the Trustee

        If the Trustee becomes a creditor of the Issuer, each Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue to serve as trustee or resign.

        The holders of a majority in principal amount of the then outstanding Notes issued under either Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee under such Indenture, subject to certain exceptions. Each Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of

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such person's own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under any Indenture at the request, order or direction of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a more detailed presentation of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "2017 Applicable Premium" means, with respect to any 2017 Note on any applicable redemption date, the excess of:

(a)

the present value at such redemption date of (i) the redemption price at October 15, 2014 (such redemption price being set forth under "—Optional Redemption") plus (ii) all required interest payments due on such 2017 Note through October 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2017 Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the then outstanding principal amount of such 2017 Note.

        "2017 Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 15, 2014; provided, however, that if the period from such redemption date to October 15, 2014 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "2020 Applicable Premium" means, with respect to any 2020 Note on any applicable redemption date, the excess of:

(a)

the present value at such redemption date of (i) the redemption price at October 15, 2016 (such redemption price being set forth under "—Optional Redemption") plus (ii) all required interest payments due on such 2020 Note through October 15, 2016 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2020 Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the then outstanding principal amount of such 2020 Note.

        "2020 Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 15, 2016; provided, however, that if the period from such redemption date to October 15, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

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(2)

Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

        "Additional Interest" has the meaning given to such term or similar terms in the Registration Rights Agreement.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "AHYDO Catch Up Payment" means payments in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as "applicable high yield discount obligations" within the meaning of the Code.

        "Asset Sale" means (i) the sale, conveyance, transfer, lease (as lessor) or other voluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer (other than the sale of Equity Interests of the Issuer) or any of its Restricted Subsidiaries (each referred to in this definition as a "disposition") or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1)

a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, worn out, uneconomical or surplus assets in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries or the disposition of inventory in the ordinary course of business;



(2)

the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the covenant contained under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;



(3)

the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to the covenant contained under "—Certain Covenants—Restricted Payments" or the granting of a Lien permitted by the covenant contained under "—Certain Covenants—Liens";



(4)

any disposition of assets, or issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary), in any transaction or series of related transactions with an aggregate fair market value of less than $25.0 million;



(5)

any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;



(6)

the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;



(7)

any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than any Unrestricted Subsidiary in which the Issuer or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) of the second paragraph under "—Certain Covenants—Restricted Payments" or clause (10) of the definition of "Permitted Investments");

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(8)

foreclosures on assets or transfers by reason of eminent domain;



(9)

disposition of an account receivable in connection with the collection or compromise thereof;



(10)

termination of leases, subleases, licenses and sublicenses in the ordinary course of business;



(11)

sales of accounts receivable or rights to future advisory fees, or participations therein, in connection with any Receivables Facility;



(12)

any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under the applicable Indenture;



(13)

transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor;



(14)

the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Issuer or a Restricted Subsidiary are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;



(15)

voluntary terminations of Hedging Obligations;



(16)

any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, employee or consultant of the Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Issuer;



(17)

any Permitted Asset Swap;



(18)

Sale and Lease-Back Transactions involving (i) real property owned on the Issue Date, (ii) property acquired not more than 180 days prior to such Sale and Lease-Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as an Asset Sale;



(19)

the sale or other disposition of a Seed Capital Investment in the ordinary course of business; and



(20)

dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

        "Bankruptcy Law "means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

        "Beneficial Owner "has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns," "Beneficially Owned" and "Beneficial Ownership" have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation;



(2)

with respect to a partnership, the board of directors of the general partner of the partnership; and

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(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Broker-Dealer Subsidiary" means any Subsidiary of the Issuer or any other Subsidiary of the Issuer required to be registered as a broker-dealer under the Exchange Act.

        "Capital Stock" means:

(1)

in the case of a corporation, capital stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, "The Effect of Lessee Involvement in Asset Construction," which will ultimately be treated as operating leases upon a Sale and Lease-Back Transaction).

        "Cash Equivalents" shall mean:

(1)

U. S. dollars;



(2)

in the case any Foreign Subsidiary, such local currencies held by them from time to time in the ordinary course of business;



(3)

securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;



(4)

certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any lender under the Credit Agreement or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non U.S. banks;



(5)

repurchase obligations for underlying securities of the types described in clauses (3), (4) and (6) entered into with any financial institution meeting the qualifications specified in clause (4) above;



(6)

commercial paper rated at least P-2 by Moody's or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;



(7)

marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;



(8)

investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above;

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(9)

readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition.



(10)

Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition;



(11)

Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Moody's;



(12)

shares of investment companies that are registered under the Investment Company Act of 1940, as amended, and substantially all of the investments of which are one or more of the types of securities described in clauses (1) through (11) above; and



(13)

in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (1) through (12) above or other high-quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than to one or more Permitted Holders;



(2)

the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Issuer or any of its direct or indirect parent entities, including, without limitation, Parent; provided that, for purposes of calculating the Beneficial Ownership of any group, a Permitted Holder shall not be attributed Beneficial Ownership of the Capital Stock of any unaffiliated person that is not itself a Permitted Holder;



(3)

any Person or group (as defined in clause (2)) shall be entitled to appoint or elect 50% or more of the Board of Directors of the Issuer or any of its direct or indirect parent entities, including, without limitation, Parent; provided that the Sponsor being entitled to appoint or elect 50% or more of the Board of Directors of the Issuer or any of its direct or indirect parent entities shall not be deemed a Change of Control; or



(4)

the first day on which the majority of the Board of Directors of the Issuer or any of its direct or indirect parent companies then in office shall cease to consist of Continuing Directors.

        "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to

143

the Code, as in effect on the Issue Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

        "Commission "means the U.S. Securities and Exchange Commission.

        "Consolidated Depreciation and Amortization Expense" means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees and other non-cash charges (excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

        "Consolidated Guaranteed Indebtedness" means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) the amount of any Indebtedness of the Issuer that is not guaranteed by any Restricted Subsidiary.

        "Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

(a)

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(b)

consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)

interest income of such Person and its Restricted Subsidiaries for such period (other than interest income from Seed Capital Investments).

        For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that (without duplication),

(a)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, or any severance costs, integration costs, relocation costs and costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, shall be excluded,

144

(b)

the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,



(c)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,



(d)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of gains or losses (less all accrued fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,



(e)

the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Issuer or a Restricted Subsidiary in respect of such period (subject in the case of dividends paid or distributions made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (f) below) and (B) decreased by the amount of any equity of the Issuer in a net loss of any such Person for such period to the extent the Issuer has funded such net loss in cash with respect to such period,



(f)

solely for the purpose of determining the amount available under clause (3) of the first paragraph of "—Certain Covenants—Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of the Issuer will be, subject to the exclusions in clauses (c) and (d) above, increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,



(g)

effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-up, write-down or write-off of any amounts thereof, net of taxes, shall be excluded,



(h)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,



(i)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of any non-cash impairment charge or asset write-off, write-up or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising (including goodwill and organizational costs) pursuant to GAAP (excluding any such non-cash adjustment to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such adjustment is subsequently reversed), shall be excluded,

145

(j)

any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,



(k)

any other non-cash charges, expenses or losses including any write-offs or write-downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period) shall be excluded,



(l)

any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Disposition, dividend or similar Restricted Payments, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing or recapitalization transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded; and



(m)

structuring fees and upfront distribution costs paid in the ordinary course of business for closed-end funds, mutual funds, exchange traded funds and other structured products, such as collateralized loan and debt obligations, and payments made to terminate trailer fees to underwriters of closed-end funds, mutual funds, exchange traded funds and other structured products, shall be excluded.

        Notwithstanding the foregoing, for the purpose of the covenant contained under "—Certain Covenants—Restricted Payments" only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Issuer and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to (a) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer, all Preferred Stock of its Restricted Subsidiaries and all Designated Preferred Stock on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP minus (b) the aggregate unrestricted cash and cash equivalents included in the cash and cash equivalents accounts (other than settlement assets) listed on the consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer.

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        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(i)

to purchase any such primary obligation or any property constituting direct or indirect security therefor, or



(ii)

to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or



(iii)

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof, or



(iv)

as an account party in respect of any letter of credit, letter of guaranty or bankers' acceptance.

        "Continuing Directors" means, as of any date of determination, individuals who (i) were members of such Board of Directors on the Issue Date or (ii) were either (x) nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of nomination or election, (y) appointed, approved or recommended by a majority of the then Continuing Directors or (z) designated or appointed by a Permitted Holder.

        "Credit Agreement" means that certain credit agreement, dated as of November 13, 2007, among the Issuer, Deutsche Bank AG New York Branch, as Administrative Agent, the agents and lenders party thereto and certain other parties specified therein, providing for term loans and revolving credit borrowings (including the issuance of letters of credit), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock").

        "Credit Facilities" means, with respect to the Issuer, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or Debt Issuances, in each case, with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders or investors providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables or inventory) or letters of credit or Debt Issuances, in each case, as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced, including refinancing with Debt Issuances, in whole or in part and without limitation as to amounts, terms, conditions, covenants and other provisions, from time to time. Indebtedness under Credit Facilities outstanding on the date on which the Notes are first issued and authenticated under the Indenture (after giving effect to the use of proceeds thereof) shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

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        "Debt Issuances" means, with respect to the Issuer or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

        "Default" means any event that is, or with the lapse of grace period or the giving of notice or both would, unless cured or waived, be, an Event of Default.

        "Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Issuer or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Issuer or any direct or indirect parent company of the Issuer (other than Disqualified Stock of the Issuer), that is issued for cash (other than to Parent or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate delivered to the Trustee, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant described under "—Certain Covenants—Restricted Payments."

        "Designated Senior Indebtedness" of any Guarantor means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Secured Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including, without limitation, the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts constituting Secured Indebtedness owing in respect of:

(1)

all monetary obligations of every nature, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and



(2)

all Hedging Obligations;

in each case whether outstanding on the Issue Date or thereafter incurred. Notwithstanding the foregoing, "Designated Senior Indebtedness" shall not include:

(1)

any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;



(2)

Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);



(3)

that portion of any Indebtedness incurred in violation of the "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant or secured in violation of the "Liens" covenant (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (3) if the holder(s) of such obligation or their representative shall have received an Officers' Certificate of the Issuer to the effect that the incurrence and securing of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence and securing of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);



(4)

Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and

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(5)

any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any employees of the Issuer or any of its Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Issuer or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or any of its Subsidiaries pursuant to the terms of any such arrangement.

        "Domestic Subsidiary" means any direct or indirect subsidiary of the Issuer that was formed under the laws of the United States, any State of the United States or the District of Columbia.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(a)

increased (without duplication) by (to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income):



(i)

provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during such period, including payments made pursuant to any tax sharing agreements or arrangements among the Issuer, its Restricted Subsidiaries and any direct or indirect parent company of the Issuer (so long as such tax sharing payments are attributable to the operations of the Issuer and its Restricted Subsidiaries); plus

(ii)

Fixed Charges of such Person for such period; plus

(iii)

Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(iv)

any fees, costs, commissions, expenses, accruals or other charges (including stock and other equity-based compensation expenses) (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any Equity Offering, Permitted Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence or repayment, amendment or modification of Indebtedness permitted to be incurred under this Indenture (including a refinancing thereof) (whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the offering of the Notes and the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Notes, the Notes and the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(v)

the amount of any restructuring charge or reserve, including restructuring costs and integration costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and

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expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed $30.0 million in any period of four consecutive fiscal quarters most recently ended prior to the determination date; plus

(vi)

the amount of management, monitoring, consulting, transaction and advisory fees and related expenses accrued or paid in such period pursuant to the Management Agreement; plus

(vii)

costs or expense of such Person pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (3) of the first paragraph of "—Certain Covenants—Restricted Payments"; plus

(viii)

the amount of net cost savings and acquisition synergies projected by the Issuer in good faith to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) as a result of specified actions taken or initiated in connection with any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Issuer or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable as evidenced in an Officers' Certificate and (B) such actions are taken within 12 months after the date of such acquisition or disposition; plus

(ix)

to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Issuer has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

(x)

expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Issuer or a Restricted Subsidiary and actually paid or refunded, or, so long as the Issuer has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xi)

an amount equal to losses on Seed Capital Investments up to $15.0 million in any four-quarter period; plus

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(xii)

the amount of loss on sale of receivables to a Receivables Subsidiary in connection with a Receivables Facility; plus

(xiii)

extraordinary losses or unusual or non-recurring charges or expenses (including fines and penalties);



(b)

decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income, (iii) an amount equal to gains on Seed Capital Investments in excess of $15.0 million in any four-quarter period and (iv) extraordinary gains or unusual or non-recurring income or gains (to the extent not already excluded in calculating Consolidated Net Income); and



(c)

increased or decreased by (without duplication):



(i)

any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,



(ii)

any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

        Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Issuer by such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Issuer or of any of its direct or indirect parent companies registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary of the Issuer.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Issuer and its Restricted Subsidiaries from:

(1)

contributions to its common equity capital; and

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(2)

the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers' Certificate delivered to the Trustee on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Existing Notes" means the Issuer's $300,000,000 5.50% Senior Notes due 2015 outstanding on the Issue Date.

        "Existing Notes Indenture" means that certain Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee, as amended by the First Supplemental Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee.

        "Fixed Charges" means, with respect to any Person, for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness in existence as of the Issue Date as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and its Subsidiaries and (c) all dividends paid during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Subsidiaries.

        "Foreign Subsidiary" means any Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States in effect on the Issue Date, except for any reports required to be delivered under the covenant "—Reports," which shall be prepared in accordance with GAAP in effect on the date thereof. For purposes of this "Description of Notes," the term "consolidated" with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

        "guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. When used as a verb, "guarantee" shall have a corresponding meaning.

        "Guarantee" means any guarantee of the obligations of the Issuer under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, "Guarantee" shall have a corresponding meaning.

        "Guaranteed Indebtedness Leverage Ratio" means, with respect to any Person, at any date the ratio of (i) Consolidated Guaranteed Indebtedness to (ii) EBITDA (as calculated below) of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Guaranteed Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Guaranteed Indebtedness Leverage Ratio is made (the "Guaranteed Leverage Calculation Date"), then the Guaranteed Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Consolidated Guaranteed

152

Indebtedness as of the Guaranteed Leverage Calculation Date. The Guaranteed Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of "Total Leverage Ratio," including any pro forma adjustments to EBITDA (including for acquisitions).

        "Guarantor" means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor. On the Issue Date, the Guarantors will be Parent and each Domestic Subsidiary of the Issuer that is a Restricted Subsidiary and a guarantor under the Credit Agreement.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1)

currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and



(2)

other agreements or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity, raw materials, utilities and energy prices.

        "Indebtedness" means, with respect to any Person,

(a)

any indebtedness (including principal and premium) of such Person, whether or not contingent:



(i)

in respect of borrowed money,



(ii)

evidenced by bonds, notes, debentures or similar instruments,



(iii)

evidenced by letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof),



(iv)

Capitalized Lease Obligations,



(v)

representing the deferred and unpaid balance of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business, (B) liabilities accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed and is not paid promptly thereafter after such payment becomes due and payable, or



(vi)

representing any interest rate Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,



(b)

to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business),



(c)

Disqualified Stock and Designated Preferred Stock of such Person, and



(d)

to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset (other than a Lien on Capital Stock of an Unrestricted Subsidiary) owned by such Person (whether or not such Indebtedness is assumed by such Person);

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provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, "The Effect of Lessee Involvement in Asset Construction," and (C) obligations with respect to Receivables Facilities. The amount of Indebtedness of any person under clause (d) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board of Directors of the Issuer, qualified to perform the task for which it has been engaged.

        "Investment Grade Rating" shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" shall mean:

(a)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);



(b)

debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;



(c)

investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and



(d)

corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investment Vehicle" means a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity investing in collateralized loan obligations or collateralized debt obligations, which investments are managed by the Issuer or any of its Subsidiaries in the ordinary course of business.

        "Investments "means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, commission, travel, entertainment, relocation, payroll and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of the covenant described above under "—Certain Covenants—Restricted Payments." The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or

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decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

        For purposes of the definition of "Unrestricted Subsidiary" and the covenant described above under "—Certain Covenants—Restricted Payments," (i) "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

        "Issue Date" means September 19, 2012, the date of the initial issuance of the Notes.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

        "Management Agreement "means the Management Services Agreement dated as of November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the Issuer and any direct or indirect parent company, as in effect on the Issue Date or thereafter amended, modified or supplemented in a manner that (x) does not increase the amount of fees payable by the Issuer, any of its direct or indirect parent companies or any of its Subsidiaries and (y) is not less advantageous to the holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date.

        "Moody's "means Moody's Investors Service, Inc. and any successor to its rating business.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

        "Net Proceeds" shall mean, with respect to any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or non-cash consideration initially received, net of any costs relating to the disposition thereof), net of, without duplication, (i) out-of-pocket expenses incurred (including reasonable and customary banker's fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Issuer and its Restricted Subsidiaries in connection therewith), and the Issuer's good faith estimate of taxes paid or payable (after taking into account any available tax credits or deductions and tax sharing agreement or arrangement), in connection with such Asset Sale (including, in the case of any such Asset Sale in respect of property of any Foreign Subsidiary, taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale and (y) other liabilities associated with the asset disposed of and retained by the Issuer or any of its

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Restricted Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition, (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold and (v) in the case of any such Asset Sale by a non-Wholly Owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Issuer or a Wholly Owned Restricted Subsidiary as a result thereof.

        "Obligations" means any principal, interest, premium, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, principal accounting officer, controller, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

        "Officers' Certificate" means a certificate signed on behalf of the Issuer, by two Officers of the Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in the applicable Indenture.

        "Parent "means Windy City Investments, Inc. and any successor.

        "Permitted Asset Swap" means, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Issuer or any of its Restricted Subsidiaries and another Person.

        "Permitted Business" means the business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Issuer and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

        "Permitted Debt"is defined under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        "Permitted Holders" means: (i) the Sponsor, (ii) any Person who is an Officer or otherwise a member of management of the Issuer or any of its Subsidiaries on the Issue Date, provided that if such Officers and members of management Beneficially Own more shares of Capital Stock of either of the Issuer or any of its direct or indirect parent entities than the amount of such shares Beneficially Owned by all the Officers as of the Issue Date or issued within 90 days thereafter, such excess shall be deemed not to be Beneficially Owned by Permitted Holders, (iii) any Related Party of any of the foregoing Persons and (iv) any "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing Persons specified in clauses (i), (ii), or (iii) are members, provided that no member of the "group" (other than the Sponsor) shall, without giving effect to Rule 13d-5 of the Exchange Act, have Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Issuer or any of its direct or indirect parent entities, including, without limitation, Parent.

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        "Permitted Investments" means

(1)

(A) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in the Issuer or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Issuer or any Restricted Subsidiary in the ordinary course of business;



(2)

any Investment in cash and Cash Equivalents or Investment Grade Securities;



(3)

any Investment by the Issuer or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;



(4)

any Investment in securities or other assets not constituting cash or Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described above under "—Repurchase at the Option of Holders—Asset Sales" or any other disposition of assets not constituting an Asset Sale;



(5)

any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under the Indenture;



(6)

loans and advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;



(7)

any Investment acquired by the Issuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Issuer or Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlement of delinquent accounts or (B) as a result of a foreclosure by the Issuer or Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;



(8)

Hedging Obligations permitted under clause (10) of the definition of "Permitted Debt";



(9)

loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person's purchase of Equity Interests of the Issuer;



(10)

any Investment by the Issuer or a Restricted Subsidiary having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding not to exceed the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (10);



(11)

Investments the payment for which consists of Equity Interests of the Issuer or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3)(b) of

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the first paragraph under the covenant described under "—Certain Covenants—Restricted Payments";

(12)

guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and performance guarantees consistent with past practice, and the creation of liens on the assets of the Issuer or any of its Restricted Subsidiaries in compliance with the covenant described in "—Certain Covenants—Liens";



(13)

Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;



(14)

Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;



(15)

additional Investments in joint ventures in an aggregate amount not to exceed $25.0 million at any time outstanding;



(16)

loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity;



(17)

Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;



(18)

extensions of trade credit in the ordinary course of business; and



(19)

Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect a Receivables Facility.

        "Permitted Liens" means the following types of Liens:

(1)

deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;



(2)

Liens (including deposits) in favor of issuers of stay, customs, performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers' acceptance issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;



(3)

Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;



(4)

Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized for, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;



(5)

Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

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(6)

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(7)

Liens in favor of the Issuer or any Restricted Subsidiary;



(8)

Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (19) of this definition; provided, however, that such Liens (x) are no less favorable to the holders of the Notes taken as a whole and (y) do not extend to or cover any property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;



(9)

other Liens securing Indebtedness for borrowed money or other obligations in an aggregate amount under this clause (9) not exceeding the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA at any time;



(10)

Liens for taxes, assessments or other governmental charges or levies not overdue by more than forty-five (45) days or the nonpayment of which in the aggregate would not reasonably be expected to result in a material adverse effect, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;



(11)

judgment liens in respect of judgments that do not constitute an Event of Default;



(12)

pledges, deposits or security under workmen's compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, deposits given to public or private utilities or any government authority or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or earnest money deposits required in connection with a purchase agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice;



(13)

carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by applicable law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by appropriate proceedings and (B) the Issuer or a Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (iii) the existence of which would not reasonably be expected to result in a material adverse effect;



(14)

minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;



(15)

leases, licenses, subleases or sublicenses (including, without limitation, licenses and sublicenses of intellectual property) granted to others in the ordinary course of business that do not

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(x) interfere in any material respect with the business of the Issuer or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16)

the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;



(17)

banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or securities intermediary;



(18)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;



(19)

Liens on accounts receivable and related assets incurred in connection with Receivable Facility incurred pursuant to clause (18) of "Permitted Debt.";



(20)

Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;



(21)

Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;



(22)

Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;



(23)

Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;



(24)

Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with the covenant contained under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(25)

Liens to secure Indebtedness incurred pursuant to clauses (20) and (24) of the definition of "Permitted Debt";



(26)

Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;



(27)

security given to a public or private utility or any governmental authority as required in the ordinary course of business;

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(28)

landlords' and lessors' Liens in respect of rent not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;



(29)

Liens in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) with respect to customs duties in the ordinary course of business, (ii) that are not overdue by more than sixty (60) days, (iii) (A) that are being contested in good faith by appropriate proceedings, (B) the Issuer or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, or (iv) the existence of which would not reasonably be expected to result in a material adverse effect;



(30)

Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business;



(31)

Liens on the Capital Stock of Unrestricted Subsidiaries;



(32)

pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (21) of the definition of "Permitted Debt";



(33)

any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar agreement;



(34)

Liens consisting of customary contractual restrictions on cash and Cash Equivalents;



(35)

Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;



(36)

possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments; provided that such Liens (a) attach only to such Investments or other Investments held by such broker or dealer and (b) secure only obligations incurred in the ordinary course of business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with the incurrence of Indebtedness or margin financing;



(37)

Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment; and



(38)

any interest or title of a licensor, a sublicensor, lessor or sublessor under any license or operating or true lease agreement.

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up; provided that in no event shall Equity Interests outstanding as of the Issue Date or issued thereafter to any officer, director, employee or consultant of the Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Issuer be considered Preferred Stock.

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        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Issuer in good faith.

        "Rating Agencies" means (1) S&P and Moody's or (2) if S&P or Moody's or both of them are not making ratings publicly available, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2) under the Exchange Act, as the case may be, selected by the Issuer, which will be substituted for S&P or Moody's or both, as the case may be.

        "Receivables Facility" means any of one or more financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells their accounts receivable or rights to future advisory fees (including Rule 12b-1 fees) to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable or rights to future advisory fees to a Person that is not a Restricted Subsidiary.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any accounts receivable or rights to future advisory fees or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        "Receivables Subsidiary" means any subsidiary formed for the purpose of, and that solely engages only in, one or more Receivables Facilities and other activities reasonably related thereto.

        "Refunding Capital Stock" has the meaning ascribed to such term in clause (2) of the second paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "Registration Rights Agreement" means with respect to any series of Notes, (i) the Registration Rights Agreement dated as of the Issue Date between the Issuer, the Guarantors and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the "Representatives") of the initial purchasers relating to the Notes issued on the Issue Date and (ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon a receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Related Party" means (a) with respect to Madison Dearborn Partners, LLC, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Issuer or its Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

        "Representative" means any agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such agent

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or representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Indebtedness.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

        "Retired Capital Stock" has the meaning ascribed to such term in clause (2) of the second paragraph of the covenant contained under "—Certain Covenants—Restricted Payments."

        "S&P" means Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

        "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person in contemplation of such leasing.

        "Secured Indebtedness" means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) if any Indebtedness and any guarantee thereof is not secured by any Lien, the amount of such Indebtedness.

        "Secured Indebtedness Leverage Ratio" means, with respect to any Person, at any date the ratio of (i) the aggregate amount of Secured Indebtedness of such Person as of such date of calculation to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the "Secured Leverage Calculation Date"), then the Secured Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Secured Indebtedness as of the Secured Leverage Calculation Date. The Secured Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of "Total Leverage Ratio," including any pro forma adjustments to EBITDA (including for acquisitions).

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Seed Capital Investment" means each Investment Vehicle in which the Issuer or one or more of its Restricted Subsidiaries has invested or is investing "seed" or "early stages" capital in the ordinary course of business.

        "Significant Subsidiary" means any Restricted Subsidiary that would be "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

        "Sponsor" means Madison Dearborn Partners, LLC and its Affiliates (other than any portfolio company thereof).

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the

163

original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means (a) with respect to the Issuer, any Indebtedness of the Issuer that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity;

provided that, in all cases, Subsidiary shall not include any Investment Vehicle even if any such entity would be consolidated with the Issuer under GAAP.

        "Subsidiary Guarantors" means the Guarantors other than Parent or any other direct or indirect parent of the Issuer that delivers a Guarantee.

        "Total Assets" means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Issuer and its Restricted Subsidiaries as may be expressly stated.

        "Total Leverage Ratio" means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries' most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Total Consolidated Indebtedness of such Person as of the end of such period to the EBITDA (as calculated below) of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness (other than incurrences or repayments of working capital borrowings under revolving credit facilities in the ordinary course of business) or issues or redeems Disqualified Stock or Preferred Stock, in each case subsequent to the end of the period for which the Total Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Leverage Ratio is made (the "Calculation Date"), then the Total Leverage Ratio shall be calculated using the aggregate amount of Total Consolidated Indebtedness as of the Calculation Date.

        If Investments, acquisitions, dispositions, mergers or consolidations outside the ordinary course of business have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date, then the Total Leverage Ratio shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers or consolidations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

        If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period)

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shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation (including, without limitation, the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include synergies, operating improvements and operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken within the twelve-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead, provided that, in each case, such adjustments are set forth in an Officers' Certificate signed by the Issuer's chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) in the case of item (B) or (C) above, that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers' Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture.

        "Total Net Tangible Assets" means total assets of the Issuer and its Restricted Subsidiaries, less all goodwill, trade names, trademarks, patents and any other like intangibles, all on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Issuer and its Restricted Subsidiaries as may be expressly stated.

        "Trailing EBITDA" means EBITDA of the Issuer and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

        "Transaction Expenses" means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or other equity interests.

        "Transactions" means (i) the entry into an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the Issuer and the guarantors thereunder, (ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iii) the refinancing of certain existing indebtedness of the Issuer as contemplated in the offering memoranda distributed in connection with the private offerings of the outstanding notes and (iv) the payment of fees and expenses related to each of the foregoing.

        "Unrestricted Subsidiary" means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for

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the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with the covenant contained under "—Certain Covenants—Restricted Payments" and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such re-designation, no Event of Default shall have occurred and be continuing and any Indebtedness of, or Lien existing on assets of, such Subsidiary existing at the time of such redesignation is permitted pursuant to the covenants described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and "—Liens." Any such designation or redesignation by the Board of Directors of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with such Trustee a copy of the Board Resolution giving effect to such designation or redesignation and an Officers' Certificate certifying that such designation or resignation, as the case may be, complied with the foregoing provisions.

        "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the "Exchange Rates" column under the heading "Currency Trading" on the date two business days prior to such determination.

        Except as described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," whenever it is necessary to determine whether the Issuer has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

        "U.S. Government Securities" means securities that are

(a)

direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or



(b)

obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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MANAGEMENT

        Our directors and executive officers are as follows:

Name	Age		Principal Position
John P. Amboian		52	Chairman, Chief Executive Officer and Director
Glenn R. Richter		52	Executive Vice President, Chief Operating Officer and Principal Financial Officer
Thomas S. Schreier, Jr.		51	Vice Chairman, Wealth Management
William Adams IV		58	Senior Executive Vice President, Global Structured Products
John L. MacCarthy		54	Executive Vice President, Secretary and General Counsel
Sherri A. Hlavacek		51	Managing Director, Corporate Controller and Principal Accounting Officer
Terrance R. Dolan		52	Director
Vahe A. Dombalagian		40	Director
Frederick W. Eubank II		50	Director
Timothy M. Hurd		43	Director
Edward M. Magnus		38	Director
Samuel M. Mencoff		57	Director
Eugene S. Sunshine		64	Director
Mark B. Tresnowski		54	Director
Peter S. Voss		67	Director

John P. Amboian has been our Chief Executive Officer since June 2007. He has been a director of Nuveen Investments since May 1998 and became a director of Holdings in November 2007. He was our President from May 1999 to June 2007. Prior to that, he served as our Executive Vice President and Chief Financial Officer beginning in June 1995. As a result of these and other professional experiences, Mr. Amboian possesses particular knowledge and experience with respect to our business and the asset management industry, strategic planning and leadership of complex organizations that strengthen the board's collective qualifications, skills and experience.

Glenn R. Richter has served as our Executive Vice President and Chief Operating Officer since October 2006. He joined our company as Executive Vice President and Chief Administrative Officer in May 2006. In October 2006, he was also designated as the Principal Financial Officer of our company. Prior to that, he served as Executive Vice President and Chief Financial Officer of RR Donnelley & Sons beginning in April 2005. Prior to that, from 2000 to April 2005, he served in various capacities at Sears, Roebuck and Co., including Executive Vice President and Chief Financial Officer, Senior Vice President, Finance and Vice President and Controller.

Thomas S. Schreier, Jr. became our Vice Chairman, Wealth Management in December 2010. Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000 to December 2010 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc.

William Adams IV became our Senior Executive Vice President, Global Structured Products in November 2010. Prior to that, he was our Executive Vice President, U.S. Structured Products since December 1999. Mr. Adams was our Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997.

John L. MacCarthy has served as our Executive Vice President, Secretary and General Counsel since January 2008. He joined our company as Senior Vice President and General Counsel in

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March 2006 and became our Secretary in May 2006. Prior to that, he was a partner at the law firm of Winston & Strawn LLP beginning in 1993.

Sherri A. Hlavacek has served as our Managing Director and Corporate Controller since March 2009. She joined our company in 1998 as Vice President and Assistant Controller and has served as our Corporate Controller since 2001. She has been our Principal Accounting Officer since October 2006.

Terrance R. Dolan became a director of Nuveen Investments and a director of Holdings in February 2013. Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan has served in this position since July 2010. From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp's Controller. Mr. Dolan currently serves on the boards of The Minneapolis Foundation, Artspace Projects, Inc., Cowles Center for Dance and the Performing Arts, the University of St. Thomas Opus College of Business, Catholic Charities and the College of St. Benedict. As a result of these and other professional experiences, Mr. Dolan possesses particular knowledge and experience in financial management, accounting, strategic planning, corporate development, and board practices of other organizations that strengthen the board's collective qualifications, skills and experience.

Vahe A. Dombalagian became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Dombalagian is a Managing Director of MDP, and joined that firm in 2001. Mr. Dombalagian currently serves on the boards of directors of Cinemark Holdings, Inc., EVO Merchant Services, LA Fitness International, LLC and National Financial Partners Corp. As a result of these and other professional experiences, Mr. Dombalagian possesses particular knowledge and experience in investment banking, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience

Frederick W. Eubank II has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Pamlico Capital and joined that firm in 1988. Mr. Eubank currently serves on the board of Physical Endoscopy Holdings, LLC and previously served on the boards of directors of CapitalSource, Inc. and Comsys IT Partners. Mr. Eubank currently serves on the board of trustees at Wake Forest University. As a result of these and other professional experiences, Mr. Eubank possesses particular knowledge and experience in private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

Timothy M. Hurd became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Hurd is President and Chief Investment Officer of BlueSpruce Investments, LP, a private investment firm. From 2000 to February 2013, Mr. Hurd served as Managing Director of MDP. Mr. Hurd also serves on the board of directors of Horton Trust Company and CapitalSource, Inc. Mr. Hurd also serves on the boards of the Children's Memorial Foundation, the Latin School of Chicago and the Endowment & Investment Committee of the Chicago Symphony Orchestra. As a result of these and other professional experiences, Mr. Hurd possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

Edward M. Magnus became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Magnus is Managing Director and Head of Research of BlueSpruce Investments, LP. Prior to joining BlueSpruce in February 2013, Mr. Magnus worked at MDP, joining the firm in 2000 for two years as an Associate and then returning after business school in 2004 as a Vice President, before being promoted to Director in 2008. As a result of these and other professional experiences, Mr. Magnus possesses particular knowledge and experience in the financial services

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industry, private equity, strategic planning and leadership of complex organizations that strengthen the board's collective qualifications, skills and experience

Samuel M. Mencoff became a director of Nuveen Investments and a director of Holdings in May 2013. Mr. Mencoff is co-Chief Executive Officer of MDP. Prior to co-founding MDP, Mr. Mencoff was with First Chicago Venture Capital for 11 years. Mr. Mencoff currently serves on the Boards of Directors of Boise Cascade Company, Packaging Corporation of America, Smurfit Kappa Group Limited, and World Business Chicago. He is a member of the Board of Fellows of Brown University, a Trustee of the Art Institute of Chicago and a Director of NorthShore University HealthSystem, where he serves as chairman of the investment committee. As a result of these and other professional experiences, Mr. Mencoff possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

Eugene S. Sunshine has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance (Chief Financial Officer), Northwestern University, a position he has held since 1997. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. Mr. Sunshine currently serves as the chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and on the boards of directors of the Chicago Board Options Exchange, PlattForm Advertising, Inc., the Civic Federation, Evanston Inventure and the Pathways Awareness Foundation. Mr. Sunshine serves as a member of the audit committee and as chairman of the compensation committee at the Chicago Board Options Exchange and serves as chairman of the audit committee at PlattForm Advertising, Inc. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. Mr. Sunshine previously served as a member of the board of the Nuveen family of mutual funds from 2005 through July 2007. As a result of these and other professional experiences, Mr. Sunshine possesses particular knowledge and experience in accounting, finance, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

Mark B. Tresnowski became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Tresnowski is Managing Director and General Counsel of MDP and joined that firm in 2005. Previously, Mr. Tresnowski was a partner at Kirkland & Ellis LLP, a firm he had been with from 1986 through 1999 and rejoined in August 2004 after having served as Executive Vice President and General Counsel of Allegiance Telecom Inc. from 1999 through 2004. Mr. Tresnowski previously served on the board of directors of US Power Generating Company. Mr. Tresnowski also serves on the board of trustees of The Children's Home + Aid. As a result of these and other professional experiences, Mr. Tresnowski possesses particular knowledge and experience in complex legal and regulatory issues, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

Peter S. Voss has been a director of Nuveen Investments and a director of Holdings since May 2008. Since 2007, Mr. Voss has been a private investor and consultant. Prior to that, he served as Chairman and Chief Executive Officer of Natixis Global Asset Management (formerly known as Ixis Asset Management), a global multi-firm asset management company with assets under management of over $700 billion with headquarters in Paris, France and Boston, Massachusetts, where he also served on the audit committee, compensation committee and investment committee. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a member of the Board of Fellows of Brown University and other charitable organizations. As a result of these and other professional experiences, Mr. Voss possesses particular knowledge and experience in the asset management industry, strategic planning, leadership of complex organizations and board practices of

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other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

Composition of the Board of Directors

        The limited liability company agreement of Holdings requires Holdings to cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings. Members of the board of managers of Holdings are appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officer serves as a member and a majority of the members of the board may appoint up to three independent members. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Mencoff have been appointed by MDP and Mr. Dolan has been appointed by an affiliate of U.S. Bancorp. Messrs. Sunshine and Voss have been appointed as independent members of the board of managers.

Board Committees

        Nuveen Investments has three board committees—the Audit and Compliance Committee, the Compensation Committee and the Strategy/M&A Committee.

Director Independence

        The Company is privately owned. As a result, the Company is not required to have independent directors.

Family Relationships

        There are no family relationships among any of our executive officers or directors.

Compensation Committee Interlocks and Insider Participation

        The following persons served on our Compensation Committee during 2013: Messrs. Hurd, Tresnowski and Dombalagian. No member of the Compensation Committee was, during the fiscal year ended December 31, 2013, a current or former officer or employee of our Company or any of our subsidiaries. None of our executive officers served as a member of:

•

the compensation committee of another entity in which one of the executive officers of such entity served on our Compensation Committee;

•

the board of directors of another entity, one of whose executive officers served on our Compensation Committee; or

•

the compensation committee of another entity in which one of the executive officers of such entity served as a member of our board of directors.

Compensation Discussion and Analysis

Introduction

        This compensation discussion and analysis describes the material principles underlying our executive compensation philosophy and objectives and explains how they were applied in determining the material elements of compensation awarded to, earned by or paid to our named executive officers with respect to the fiscal year ended December 31, 2013. For purposes of this discussion, our named executive officers include our principal executive officer, principal financial officer and the three other most highly compensated executive officers of the Company during 2013, which are listed in the

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Summary Compensation Table below. This discussion should be read together with the tables and related disclosures that follow this discussion.

Compensation Philosophy and Objectives

        The Company's overall philosophy is to use all elements of executive compensation to reinforce a results-oriented management culture focusing on our level of earnings, the achievement of longer-term strategic goals and specific individual performance. The objectives of our compensation policies are (i) to provide a level of compensation that will allow us to attract, motivate, retain and reward talented executives who have the ability to contribute to our success, (ii) to link executive compensation to our success through the use of compensation based in whole or in part upon our performance, (iii) to align the interests of executives with those of our equity holders thereby providing incentive for, and rewarding, the attainment of objectives that inure to the benefit of our equity holders and (iv) to motivate and reward high levels of individual performance or achievement.

        Although we have not adopted policies with respect to cash versus non-cash compensation (or among different forms of non-cash compensation), we have determined that our executives should hold a personally significant interest in the equity of the Company to align their interests with the interests of our equity holders. The allocation between cash and non-cash compensation has historically been based on a number of factors, including individual performance, company performance and liquidity of prior year non-cash compensation awards. These determinations vary from year to year. We have also not adopted policies with respect to current versus long-term compensation, but believe that both elements are necessary for achieving our compensation objectives.

Determination of Compensation

        The Compensation Committee has the sole authority to approve the compensation of our named executive officers. Our Compensation Committee determines the compensation of our named executive officers based on, and in furtherance of, the compensation philosophies and objectives described above. Our chief executive officer provides input to the Compensation Committee regarding the compensation of our other named executive officers, but does not provide input regarding his own compensation. The Compensation Committee also gathers input from other executive officers regarding the design, implementation and administration of our compensation plans. Some elements of our named executive officers' compensation were determined by the Compensation Committee in the course of negotiating each executive's employment agreement. Other elements of our named executive officers' compensation are determined by the Compensation Committee on an annual or ad hoc basis.

        We have engaged a compensation consultant, McLagan Partners, to provide us with certain compensation data that our Compensation Committee uses in evaluating the competitiveness of our executive compensation program. However, we have not identified a specific peer group of companies for comparative purposes and have not engaged in formal competitive benchmarking of compensation against any such peer group. Instead, our Compensation Committee uses the information supplied by McLagan Partners as reference material to assist in maintaining a general awareness of industry compensation standards and trends. Such information does not formulaically determine compensation decisions for any particular executive.

        We intend to periodically evaluate the success of our compensation and equity participation programs in achieving our objectives and adapt these programs as our company grows in order to enable us to better achieve these, and future, objectives.

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Elements of Executive Compensation

        Total compensation for named executive officers is currently comprised of:

•

base salary;

•

annual cash incentive awards;

•

Mutual Fund Incentive Plan awards;

•

equity awards;

•

retention awards;

•

retirement plan benefits; and

•

other benefits and perquisites.

Certain elements of our overall compensation program may not be included in each year's compensation.

Base Salary

        Base salary is provided to our named executive officers in order to provide them with a degree of financial certainty and stability that does not depend on Company or individual performance. Providing a stable and predictable source of cash flow helps us meet our objective of attracting and retaining talented executives. Annual base salaries for our named executive officers are set forth in their respective employment agreements, which were approved by the Compensation Committee. Each named executive officer's base salary was determined on the basis of his or her historical base salary and the base salaries of similarly situated executives within our organization. As has historically been true of the investment management industry generally, incentive compensation, and not base salary, is the primary compensation vehicle for our named executive officers.

Annual Cash Incentive Awards

        Annual cash incentive compensation is a significant part of the overall annual compensation of our named executive officers. We use annual cash incentive awards to motivate and reward Company and/or individual performance. By basing such awards in part upon our performance, we are able to link executive compensation to our success and the interests of our equity holders. Annual cash incentive awards are determined towards the end of each fiscal year.

        Our chief executive officer's annual award is determined pursuant to a formula set forth in his employment agreement, which is based on Company earnings and described in more detail in the narrative under the headings "—Summary Compensation Table" and "—Grants of Plan-Based Awards During 2013" below. We have not historically used formulas to determine our other named executive officers' annual cash incentive awards. Instead, such awards are generally determined by adjusting prior year bonus amounts up or down based on various performance factors, including the Company's performance, individual performance and the amounts of other compensation granted or received by the named executive officers during the relevant fiscal year. Such awards are generally recommended by our chief executive officer and approved by the Compensation Committee. The bonus adjustment is discretionary and no percentage weightings are assigned to the various factors that are considered. Individual performance is subjectively measured based on individual accomplishment, including in the areas of leadership, communication and overall managerial ability, as well as the performance of those aspects of the business under his or her supervision. In determining the target or minimum bonus amount for each named executive officer, the Compensation Committee considered his or her historical bonus amounts and the bonus amounts of similarly situated executives within our organization.

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        In addition to the adjustments discussed above, the annual cash incentive compensation of our named executive officers is adjusted by the dollar denominated amount of any Mutual Fund Incentive Plan award earned with respect to any given year. More information regarding Mutual Fund Incentive Plan awards is included in this compensation discussion and analysis below under the heading "—Mutual Fund Incentive Plan Awards."

Mutual Fund Incentive Plan Awards

        Our Mutual Fund Incentive Plan ("MFIP") is intended to align executive compensation with the performance of our investment products. MFIP awards are denominated in dollars and represent the right to receive, subject to time-vesting conditions, shares of mutual funds sponsored and managed by the Company and selected with input by the participant. For each MFIP award, the Company funds a nonexempt employees' trust in the amount of such award. Such trust then acquires the shares of the mutual funds selected by the participants. MFIP awards vest over time in accordance with a schedule set forth in the award notice so long as the executive remains employed by the Company through each vesting date. Upon a termination of the participant's employment by the Company without cause or by reason of death or disability, one hundred percent of the unvested portion of his or her unvested MFIP award shall immediately vest. In the event of a termination of the participant's employment for any other reason, the entire unvested portion of his or her MFIP award will be forfeited.

        During the vesting period, participants may receive payments of dividends or interest with respect to the mutual fund shares purchased for their account. Upon vesting, the participant receives the mutual fund shares purchased by the trust or, at the Company's discretion, cash in an amount equal to the value of such shares at the vesting date. MFIP awards align executive compensation with performance because the value of MFIP awards may increase or decrease during the vesting period based on the investment performance of the underlying mutual funds.

        Each of our named executive officers received an MFIP award during 2013. These awards are scheduled to vest ratably on January 31 of 2014, 2015 and 2016, and are the only MFIP awards held by our named executive officers at December 31, 2013. The dollar denominated amount of any MFIP award earned with respect to any given year is taken into consideration in determining the annual cash incentive award that would otherwise be paid to the recipient of such award for that year. Additional information about outstanding MFIP awards is contained in the tables and accompanying narrative under the headings "—Summary Compensation Table" and "—Grants of Plan-Based Awards During 2013" below.

Equity Awards

        We have sought to align the interests of our executives with those of our equity holders by awarding them with, and inviting them to invest in, equity in our parent company, Holdings. Each of our named executive officers has purchased equity in Holdings in the form of Class A Units. The Compensation Committee believes that our executives should hold a personally significant interest in the equity of the Company to align their interests with the interests of our equity holders. In addition, each of our named executive officers has received equity awards that either vest over time and/or achievement of certain performance goals or are contingent upon the value of Company equity exceeding a certain threshold amount. These equity awards are intended to incentivize both general long-term growth in the value of the Company and the attainment of specific financial and operational Company objectives. These discretionary awards are generally determined by the Compensation Committee based on the intrinsic value of prior equity awards and an evaluation of each executive's performance and scope of responsibilities. Additional information regarding each of these equity awards is set forth below.

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Time-Vested Deferred Units

        The Company has granted time-vested deferred units to each named executive officer, which represent a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units, subject to certain vesting conditions. Time-vested deferred units vest over time in accordance with a schedule set forth in the executive's grant agreement so long as the executive remains employed by the Company on and until each vesting date. Vesting is accelerated in connection with certain events, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. In the event of a termination of the executive's employment, all of his or her unvested time-vested deferred units will be forfeited after giving effect to any applicable accelerated vesting.

        The deferral schedule for each time-vested deferred unit is set forth in the executive's grant agreement and may or may not coincide with the vesting schedule. Settlement is accelerated in connection with certain events, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. When the deferral breaks on a vested time-vested deferred unit, the executive receives a distribution of a Class A Unit of Holdings and all distributions paid with respect thereto since the grant date, provided that the Company satisfies any tax withholding obligations it may have by withholding Class A Units to which such executive is otherwise entitled having a fair market value equal to such obligations. In lieu of delivering Class A Units, the Company may, in its discretion, deliver cash equal to the liquidation value of such Class A Units.

        None of our named executive officers received an award of time-vested deferred units during the fiscal year ended December 31, 2013. Additional information about time-vested deferred units is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013," "—Equity Awards Vested During 2013" and "—Potential Payments Upon Termination or Change in Control."

Performance-Vested Deferred Units

        The Company has granted performance-vested deferred units to each named executive officer, which represent a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units, subject to certain vesting conditions. Performance-vested deferred units vest upon satisfaction of both time- and performance-vesting conditions. The time-vesting condition is satisfied over time in accordance with a schedule set forth in the executive's grant agreement so long as the executive remains employed by the Company on and until each vesting date. The performance vesting conditions are satisfied on the basis of five measures of the Company's financial and operational performance: (i) twenty percent of the condition is satisfied in connection with the realization of certain levels of cost savings in connection with synergies related to the Company's acquisition of FAF Advisors in 2010; (ii) twenty-five percent of the condition is satisfied as certain thresholds tied to growth in the Company's Adjusted EBITDA margin are met; (iii) fifteen percent of the condition is satisfied on the basis of growth in the number of the Company's investment products on the retail platforms of certain wirehouses, regional broker dealers and banks; (iv) twenty percent of the condition is satisfied as certain thresholds tied to growth in the Company's assets under management are met; and (v) twenty percent of the condition is satisfied as certain thresholds tied to increases in the compound annual growth rate of the Company's free cash flow (Adjusted EBITDA minus capital expenditures and seed capital investments) are met. For purposes of determining satisfaction of the conditions in clauses (ii) and (v) above, the Compensation Committee has discretion to make adjustments to Adjusted EBITDA as are necessary and appropriate to reflect material acquisitions or divestures by the Company and to reflect the impact of certain compensation expenses not included in Adjusted EBITDA. The portion of the performance-vested deferred units that is vested at any given time is equal to the percentage of the performance-vesting conditions that has been satisfied multiplied by the percentage of the time-vesting condition that has been satisfied. Certain of Mr. Schreier's performance-vested deferred units are subject only to a performance-vesting condition

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that is periodically satisfied on the basis of reaching certain thresholds tied to the performance of the businesses with which FAF Advisors was combined following completion of the FAF Transaction on December 31, 2010, which resulted in Mr. Schreier joining the Company.

        Satisfaction of the performance vesting conditions, which is determined by the Compensation Committee, is measured over time in accordance with a schedule set forth in the executive's grant agreement. The performance-vesting conditions may be adjusted by the Compensation Committee to account for any acquisitions or other material changes to the Company's operations. Once a performance vesting condition is satisfied, it remains satisfied notwithstanding any subsequent failure of any of the applicable criteria to be met.

        All other terms applicable to the performance-vested deferred units, including the terms of the deferral, are substantially similar to the time-vested deferred units described above.

        None of our named executive officers received an award of performance-vested deferred units during the fiscal year ended December 31, 2013. Additional information about performance-vested deferred units is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013," "—Equity Awards Vested During 2013" and "—Potential Payments Upon Termination or Change in Control."

Deferred Incentive Units

        The Company has granted deferred incentive units to each named executive officer. Similar to time-vested deferred units, deferred incentive units represent a deferred right to receive Class A Units of Holdings, subject to time vesting conditions. Unlike time-vested deferred units, an award of deferred incentive units represents the right to receive a number of Class A Units with a total liquidation value equal to the product of (x) the excess, if any, of the liquidation value of a Class A Unit over a specified amount (called a "participation threshold") and (y) such number of deferred incentive units. This determination is made at the time the deferral breaks. The original participation threshold represented the value assigned to a Class A Unit at the time of the MDP Transactions. The participation threshold may be adjusted by the Compensation Committee to account for any acquisitions or other material changes to the Company's operations.

        All other terms applicable to the deferred incentive units, including the terms of the deferral, are substantially similar to those applicable to the time-vested deferred units described above.

        None of our named executive officers received an award of deferred incentive units during the fiscal year ended December 31, 2013. Additional information about deferred incentive units awarded to our named executive officers in previous fiscal years is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013" and "—Potential Payments Upon Termination or Change in Control."

Retention Awards

        In 2010 and 2011, the Company granted a retention award to each of our named executive officers. These retention awards were designed to provide our named executive officers with further financial incentives to remain with the Company through an initial public offering or other liquidity event in which they could realize the value of prior year equity awards. The retention awards vest over time in accordance with a schedule determined at the time of grant so long as the executive remains employed by the Company on and until each vesting date.

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Retirement Plan Benefits

        We do not regard retirement plan benefits as a central element of our overall compensation strategy. Retirement plans, in general, are designed to provide executives with financial security after their employment has terminated. The named executive officers participate in a 401(k) retirement savings plan generally available to all employees. Company matching contributions under the 401(k) plan are available to all eligible employees generally and are designed to encourage and increase employee savings. The Company matches 50% of employee contributions up to 7% of an employee's eligible compensation, or $17,500 (for 2014, as adjusted), whichever is less. The matching contributions by the Company vest ratably over a three-year period from the date of employment.

        Our named executive officers who joined the Company prior to March 24, 2003, also participate in our tax-qualified defined benefit retirement plan (our "Retirement Plan"). Participation in our Retirement Plan has been frozen and is restricted to employees who qualified as participants prior to March 24, 2003. Additionally, we amended our Retirement Plan such that existing participants will not accrue any new benefits under our Retirement Plan after March 31, 2014. On November 6, 2013, the Company's board of directors approved a resolution to freeze benefit accruals under and terminate the Retirement Plan effective December 31, 2013, provided that each participant in the Retirement Plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the Retirement Plan is subject to the approval of the Pension Benefit Guaranty Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014.

Post-Employment Benefits

        Our named executive officers may receive certain benefits in the event of their termination of employment. Termination benefits and change in control benefits provide additional security and help minimize inherent conflicts of interest for executives that may arise in potential change in control transactions. The terms of these post-employment benefits are summarized under the heading "—Potential Payments Upon Termination or Change in Control" below.

Other Benefits and Perquisites

        Our named executive officers also participate in other employee benefit programs that are available to employees of the Company generally, including health and welfare benefit plans and a dependent college tuition scholarship plan. Named executive officers receive reimbursement, pursuant to applicable Company policies, for certain business expenses. In addition, consistent with our practice for other employees who are eligible under applicable securities laws to invest in certain Company sponsored funds, we may waive applicable fees for named executive officers to encourage participation in and to capitalize such funds. Allowing our named executive officers and other employees to invest in Company sponsored funds provides them an opportunity to participate in investment products that they may have helped to develop. The Company has also supported through charitable giving the charitable organizations to which its employees, including named executive officers, commit their time. In addition to the up to $5,000 match of charitable contributions available to all employees in 2013, the Company also contributed additional funds directly to charitable organizations, generally supporting those organizations to which the Company's more senior executive officers commit their time and resources. These benefits and perquisites are designed to attract, retain and reward talented executives who have the ability to contribute to our success.

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Summary Compensation Table

        The following table provides compensation information for our principal executive officer, our principal financial officer and the three other most highly compensated executive officers of the Company (collectively, our "named executive officers") for the fiscal year ended December 31, 2013.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Equity Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)		Total Compensation ($)
John P. Amboian		2013		650,000		2,940,639		—		—		2,739,515		0		144,183		6,474,337
Chief Executive Officer
Glenn R. Richter		2013		550,000		1,191,735		—		—		1,002,445		—		66,005		2,810,185
Executive Vice President, Chief Operating Officer and Principal Financial Officer
Thomas S. Schreier, Jr.		2013		550,000		943,153		—		—		800,168		—		75,821		2,369,142
Vice Chairman, Wealth Management
William Adams IV		2013		500,000		911,456		—		—		831,652		125,843		72,890		2,441,841
Senior Executive Vice President, Global Structured Products
John L. MacCarthy		2013		450,000		560,269		—		—		498,659		—		138,467		1,647,395
Executive Vice President, Secretary and General Counsel

(1)

The amounts in this column represent the annual cash incentive awards earned by our named executive officers in 2013, a portion of which were paid in December 2013 and the balance of which were paid in February 2014.

(2)

The amounts in this column represent the fair market value of MFIP awards that vested and were paid on January 31, 2014. Please see the compensation discussion and analysis for further information regarding MFIP awards.

(3)

Based on actuarial assumptions in 2013 tied to the expected Retirement Plan termination distribution date of November 1, 2014, the value of the pension benefits declined slightly for Mr. Amboian from 2012. Mr. Adams' pension value increased in 2013 because he met the age and service requirements for full career retirement age under the Retirement Plan, entitling him to an unreduced benefit as of the expected plan termination distribution date.

(4)

The amounts in this column for 2013 include:

Name	Company Paid Parking Expenses($)		Dependent College Tuition Scholarship Plan($)		Life Insurance Premiums($)		Matching Contributions under the 401(k) Plan($)		Payment of Dividends or Interest on MFIP Awards($)*
John P. Amboian		2,670		—		967		8,750		131,796
Glenn R. Richter		2,670		11,617		818		6,344		44,556
Thomas S. Schreier, Jr.		1,108		29,055		4,454		8,750		32,454
William Adams IV		—		23,095		744		6,250		42,801
John L. MacCarthy		—		99,020		700		8,750		29,997

*

This amount represents the aggregate amount of cash dividends or interest paid to each named executive officer during 2013 in respect of unvested MFIP awards. Please see the compensation discussion and analysis for further information regarding MFIP awards.

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Grants of Plan-Based Awards During 2013

        The following table provides information about plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2013.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)
John P. Amboian		3/13/2013		—		8,248,363		—
Glenn R. Richter		3/13/2013		—		2,960,900		—
Thomas S. Schreier, Jr.		3/13/2013		—		2,355,777		—
William Adams IV		3/13/2013		—		2,482,378		—
John L. MacCarthy		3/13/2013		—		1,466,125		—

(1)

The amounts in this column represent the grant date value of MFIP awards granted to our named executive officers during 2013. These MFIP awards are scheduled to vest and be paid out ratably on January 31 of 2014, 2015 and 2016 so long as the executive remains employed by the Company through each vesting date. The compensation ultimately realized by our named executive officers upon vesting of these MFIP awards depends upon the investment performance of the Company-sponsored mutual funds underlying the awards. Please see the compensation discussion and analysis for further information regarding MFIP awards.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During 2013

Employment Agreements

        In November 2002, the Company entered into an employment agreement with Mr. Amboian, which has since been amended in January 2008 and May 2013. The agreement automatically renews for successive one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided by either party. The agreement establishes a minimum base salary of $650,000, which minimum is increased in the event, and to the extent, that the Company pays Mr. Amboian a higher base salary in any given year. The agreement also establishes a formula for determining Mr. Amboian's annual cash incentive award. The formula provides for an annual award equal to the sum of: (i) the prior fiscal year's annual award, plus or minus (ii) an amount equal to (x) the prior fiscal year's annual award multiplied by (y) the positive or negative percentage change in the Company's Adjusted EBITDA from its prior fiscal year. For purposes of calculating the award, the Compensation Committee has discretion to make adjustments to Adjusted EBITDA as are necessary and appropriate to reflect material acquisitions or divestures by the Company and to reflect the impact of certain items not included in Adjusted EBITDA. Mr. Amboian is entitled to certain severance arrangements upon termination of his employment, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. Mr. Amboian's agreement prohibits him from soliciting or hiring any of the Company's employees for a period of twelve months following termination of his employment and requires him to maintain the confidentiality of the Company's confidential information indefinitely.

        The Company has also entered into employment agreements with Messrs. Richter, Schreier, Adams, and MacCarthy, each of which has substantially similar terms. The agreements with Messrs. Adams and MacCarthy had an initial term ending December 31, 2012 but renewed automatically on January 1, 2013 and will continue to automatically renew for successive one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided by either party. The agreements with Messrs. Richter and Schreier provide for an initial term ending on December 31, 2015, after which such agreements are subject to automatic renewal for successive

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one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided by either party. The agreements provide for minimum base salaries of $550,000, $550,000, $450,000 and $450,000 for Messrs. Richter, Schreier, Adams and MacCarthy, respectively. The agreements with Messrs. Richter, Schreier, Adams and MacCarthy include target annual cash incentive awards that were applicable to prior years. Awards for 2013 were determined by adjusting prior year bonus amounts up or down based on various factors, including the Company's performance, individual performance and the amounts of other compensation granted or received by the named executive officers during such year. Mr. Richter's agreement has also been amended to provide for minimum annual cash bonus and non-equity incentive awards of $1,665,000 for each of 2013 through 2015. Please see the compensation discussion and analysis for further information regarding such annual cash incentive awards. The agreements with Messrs. Richter, Schreier, Adams and MacCarthy establish certain severance arrangements upon termination of employment, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. Under their employment agreements, Messrs. Richter, Schreier, Adams and MacCarthy must maintain the confidentiality of the Company's confidential information indefinitely and are prohibited from soliciting or hiring the Company's employees, soliciting the Company's clients for competitive products and services and disparaging the Company or its products and services, in each case, for a period of up to eighteen months following termination of employment.

MFIP Awards

        Please see the compensation discussion and analysis for information regarding MFIP awards.

Outstanding Equity Awards at December 31, 2013

        The following table provides information about unvested equity awards held by our named executive officers at December 31, 2013.

Name	Type of Award	Number of Units That Have Not Vested (#)			Market Value of Units That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)
John P. Amboian	Time-Vested Deferred Units		224,091	(2)		681,237		—			—
	Performance-Vested Deferred Units		100,590	(3)		305,794		61,780	(4)		187,811	(5)
	Deferred Incentive Units		—			—		2,304,100	(6)		—	(7)
Glenn R. Richter	Time-Vested Deferred Units		83,690	(2)		254,418		—			—
	Performance-Vested Deferred Units		43,736	(3)		132,957		26,861	(4)		81,657	(5)
	Deferred Incentive Units		—			—		720,500	(6)		—	(7)
Thomas S. Schreier	Time-Vested Deferred Units		108,696	(2)		330,436		—			—
	Performance-Vested Deferred Units		29,305	(3)		89,087		17,999	(4)		54,717	(5)
	FAF-Based Performance-Vested Deferred Units(8)		—			—		63,034	(9)		191,623	(5)
	Deferred Incentive Units		—			—		173,100	(6)		—	(7)
William Adams IV	Time-Vested Deferred Units		85,000	(2)		258,400		—			—
	Performance-Vested Deferred Units		39,688	(3)		120,652		24,375	(4)		74,100	(5)
	Deferred Incentive Units		—			—		401,000	(6)		—	(7)
John L. MacCarthy	Time-Vested Deferred Units		58,950	(2)		179,208		—			—
	Performance-Vested Deferred Units		28,019	(3)		85,178		17,209	(4)		52,315	(5)
	Deferred Incentive Units		—			—		327,800	(6)		—	(7)

(1)

The amounts in this column were determined by multiplying the number of unvested deferred restricted units held by each named executive officer by the fair value of a Class A Unit at December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

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(2)

For each of our named executive officers other than Mr. Schreier, this amount represents unvested time-vested deferred units which are scheduled to vest on December 31, 2014. For Mr. Schreier, this amount represents 67,980 unvested time-vested deferred units which are scheduled to vest December 31, 2014 and 40,716 unvested time-vested deferred units which are scheduled to vest in three equal increments on April 1 of 2014, 2015 and 2016. Additional information regarding time-vested deferred units is included in the compensation discussion and analysis above.

(3)

This amount represents unvested performance-vested deferred units for which the performance-vesting conditions, but not the time-vesting conditions, have been satisfied. Unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied are included in the equity incentive plan award columns to the right. Forty percent (40%) of the time-vesting conditions applicable to the performance-vested deferred units are scheduled to be satisfied ratably on February 28 of 2014 and 2015 while the remaining sixty percent (60%) of the time-vesting conditions are scheduled to be satisfied ratably on April 15, July 15, October 15 and February 28 of 2014 and 2015. Additional information regarding performance-vested deferred units is included in the compensation discussion and analysis above.

(4)

This amount represents all unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied. Unvested performance-vested deferred units for which the performance-vesting conditions, but not the time-vesting conditions, have been satisfied are included in the unvested unit columns to the left. Satisfaction of forty percent (40%) of the performance-vesting conditions applicable to the performance-vested deferred units is scheduled to be determined as of December 31, 2014, while satisfaction of the remaining sixty percent (60%) of the performance-vesting conditions is scheduled to be determined as of March 31, June 30, September 30 and December 31 of 2014. Additional information regarding performance-vested deferred units is included in the compensation discussion and analysis above.

(5)

This amount was determined by multiplying the total number of unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied by the fair value of a Class A Unit at December 31, 2013. This amount therefore assumes full satisfaction of both the time- (if any) and performance-vesting conditions applicable to the performance-vested deferred units held by the named executive officer. See footnote 1 to this table for additional information regarding the fair value of a Class A Unit.

(6)

This amount represents the number of unsettled deferred incentive units held by the named executive officer. The number of deferred incentive units held is not comparable to the number of other deferred units held. Each other deferred unit represents the right to receive (after vesting and settlement) a Class A Unit. Each deferred incentive unit represents the right to receive a number of Class A Units with a liquidation value equal to the excess, if any, of the liquidation value of a Class A Unit over the participation threshold, as determined at the time the deferral breaks and the units are settled. As of December 31, 2013, the participation threshold was significantly above the fair value of a Class A Unit at that time, determined as discussed in footnote 1 to this table. The deferred incentive units held by each of our named executive officers other than Mr. Schreier were fully vested as of December 31, 2013. Fifty percent (50%) of the time-vesting conditions applicable to the deferred incentive units held by Mr. Schreier have been satisfied while the remaining fifty percent (50%) are scheduled to be satisfied on December 31, 2014. Thirty-three percent (33%), thirty-three percent (33%) and thirty-four percent (34%) of the deferred incentive units are scheduled to settle on December 31 of 2014, 2015 and 2016, respectively. Additional information regarding deferred incentive units is included in the compensation discussion and analysis above.

(7)

The threshold performance goal of an unsettled deferred incentive unit is a $0.01 appreciation in the liquidation value of a Class A Unit above the participation threshold applicable to the deferred incentive units. The liquidation value of a Class A Unit at December 31, 2013 was below the participation threshold. See footnote 1 to this table for additional information regarding the fair value of a Class A Unit.

(8)

The units reported in this row represent the performance-vested units held by Mr. Schreier that are subject to a performance-vesting condition that is satisfied on the basis of reaching certain thresholds tied to the performance of the businesses with which FAF Advisors was combined (collectively, "FAF") following completion of the FAF Transaction on December 31, 2010, which resulted in Mr. Schreier joining the Company. Additional information regarding FAF-based performance-vested deferred units is included in the compensation discussion and analysis above.

(9)

This amount represents unvested FAF-based performance-vested deferred units. Satisfaction of the performance-vesting conditions applicable to the FAF-based performance-vested deferred units is scheduled to be determined as of December 31 of 2014, 2015 and 2017. Additional information regarding FAF-based performance-vested deferred units is included in the compensation discussion and analysis above.

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Equity Awards Vested During 2013

        The following table provides information about equity awards held by our named executive officers that vested during the fiscal year ended December 31, 2013.

	Equity Awards
Name	Number of Units Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
John P. Amboian		290,306	(2)		873,261
Glenn R. Richter		121,480	(3)		365,268
Thomas S. Schreier, Jr.		134,321	(4)		414,103
William Adams IV		111,125	(5)		334,163
John L. MacCarthy		77,394	(6)		232,696

(1)

The amounts in this column were determined by multiplying the number of deferred restricted units that vested during 2013 by the fair value of a Class A Unit as of the applicable vesting date. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

(2)

This amount represents 224,091 Class A Units that Mr. Amboian received upon vesting and settlement of time-vested deferred units during 2013 and 66,215 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Amboian will receive 66,215 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and analysis above.

(3)

This amount represents 92,690 Class A Units that Mr. Richter received upon vesting and settlement of time-vested deferred units during 2013 and 28,790 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Richter will receive 28,790 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and analysis above.

(4)

This amount represents 67,980 Class A Units that Mr. Schreier received upon vesting and settlement of time-vested deferred units during 2013, 27,144 time-vested deferred units that vested, but did not settle, during 2013, 19,291 performance-vested deferred units that vested, but did not settle, during 2013 and 19,906 FAF-based performance-vested deferred units that vested, but did not settle, during 2013. The vested but unsettled time-vested deferred units are scheduled to settle when the deferral breaks on April 1, 2014, at which time Mr. Schreier will receive 27,144 Class A Units. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Schreier will receive 19,291 Class A Units, which number may increase as a result of further vesting. The vested but unsettled FAF-based performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2018, at which time Mr. Schreier will receive 19,906 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and analysis above.

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(5)

This amount represents 85,000 Class A Units that Mr. Adams received upon vesting and settlement of time-vested deferred units during 2013 and 26,125 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Adams will receive 26,125 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and analysis above.

(6)

This amount represents 58,950 Class A Units that Mr. MacCarthy received upon vesting and settlement of time-vested deferred units during 2013 and 18,444 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. MacCarthy will receive 18,444 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and analysis above.

Pension Benefits

        The following table provides information about the participation of our named executive officers in our Retirement Plan for the fiscal year ended December 31, 2013. Participation in our Retirement Plan has been frozen and is restricted to employees who qualified as participants prior to March 24, 2003. Messrs. Richter, Schreier, and MacCarthy each joined the Company after participation in the Retirement Plan was frozen and therefore do not participate in the Retirement Plan. Additionally, we amended our Retirement Plan in 2004 such that existing participants will not accrue any new benefits under our Retirement Plan after March 31, 2014. Additional information regarding the valuation method and material assumptions applied in quantifying the present value at December 31, 2013 of the accumulated benefits payable to each of the named executive officers who participates in the Retirement Plan is included in Note 9 to Company's 2013 financial statements included elsewhere herein. All amounts shown in the table are fully vested.

Name	Plan Name(s)	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
John P. Amboian	Retirement Plan		17.75		447,445		—
William Adams IV	Retirement Plan		31.75		1,465,359		—

        Each participant's benefits under the Retirement Plan are determined under a formula that takes into account years of credited service and the participant's highest average monthly compensation over the 60 calendar months or five consecutive calendar years within the ten consecutive calendar years immediately preceding the earliest of retirement, a break in service, or April 1, 2014, less a portion of primary Social Security benefits. Compensation on which plan benefits are based excludes bonuses, commissions, and overtime. The maximum annual compensation taken into consideration in the benefit calculation under the Retirement Plan for the fiscal year ended December 31, 2013 was not to exceed $255,000. The plan generally provides for payments to or on behalf of each vested employee upon such employee's retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on a graduated reduced basis according to provisions of the plan. Normal retirement age under the plan is 65. An employee whose age and years of service add up to 90 is entitled to an unreduced pension despite not having attained normal retirement age. The plan provides for reduced retirement benefits once a participant has completed 15 or more years of continuous service with the Company and has reached at least age 55. As of December 31, 2013, Mr. Adams was eligible for early retirement benefits under the Retirement Plan, while Mr. Amboian was not.

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        On November 6, 2013, the Company's board of directors approved a resolution to freeze benefit accruals under and terminate the Retirement Plan effective December 31, 2013, provided that each participant in the Retirement Plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the Retirement Plan is subject to the approval of the Pension Benefit Guaranty Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014.

Non-Qualified Deferred Compensation

        The following table provides information about deferred bonus units held by Messrs. Adams and MacCarthy that settled during the fiscal year ended December 31, 2013, and which are described in more detail below.

Name	Type of Award	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)(1)		Aggregate Balance at Last FYE ($)
William Adams IV	Deferred Bonus Units		—		—		—		90,100		—
John L. MacCarthy	Deferred Bonus Units		—		—		—		106,000		—

(1)

The amounts in this column represent the value of Class A Units received upon settlement of deferred bonus units during 2013. This amount was determined by multiplying the number of such Class A Units by the fair value of a Class A Unit on the settlement date. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

        In December 2007, Messrs. Adams and MacCarthy elected to defer $425,000 and $500,000, respectively, of their 2007 bonuses (payable in 2008) in exchange for 42,500 and 50,000, respectively, fully vested deferred units. Such deferred bonus units represented a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units. All other material terms of the deferred bonus units were substantially similar to the deferred restricted units described in more detail above under the heading "—Compensation Discussion and Analysis—Elements of Executive Compensation—Equity Awards." The deferral on the deferred bonus units broke on February 15, 2013, at which time Messrs. Adams and MacCarthy received distributions of 42,500 and 50,000 Class A Units, respectively.

Potential Payments Upon Termination or Change in Control

        The following tables and the accompanying narrative show potential benefits payable to our named executive officers upon the occurrence of the events specified therein, assuming such events occurred on December 31, 2013. The following tables include amounts representing the value of deferred units that vest upon a termination of employment or change in control. These amounts were determined by multiplying the number of such deferred units by the fair value of a Class A Unit at December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of these tables is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. The following tables do not include any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms or operation in favor of our executive officers and which is available generally to all of our salaried employees.

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John P. Amboian

Executive Benefits and Payments Upon Termination	Termination by Company for Cause or by Executive without Good Reason ($)(1)		Termination by Company without Cause or by Executive for Good Reason ($)(2)		Death or Disability ($)(3)		Change in Control ($)(4)		Qualified Termination Following Change in Control ($)(5)
Bonus Through Termination Date		—		—		—		—		—
Severance Payment		—	$	7,000,000		—		—		—
Accelerated Vesting of Equity Awards		—		—	$	1,174,359	$	1,174,359	$	1,174,359
Accelerated Vesting of MFIP Awards		—		5,317,883		5,317,883		—		—
Welfare Benefit Continuation		—		21,750		—		—		—
Incremental Pension Benefits		—		—		—		—		—
Total:		—	$	12,339,633	$	6,492,242	$	1,174,359	$	1,174,359

Glenn R. Richter

Executive Benefits and Payments Upon Termination	Termination by Company for Cause or by Executive without Good Reason ($)(1)		Termination by Company without Cause or by Executive for Good Reason ($)(2)		Death or Disability ($)(3)		Change in Control ($)(4)		Qualified Termination Following Change in Control ($)(5)
Bonus Through Termination Date		—		—		—		—		—
Severance Payment		—	$	3,000,000		—		—		—
Accelerated Vesting of Equity Awards		—		—	$	281,778	$	496,183	$	496,183
Accelerated Vesting of MFIP Awards		—		1,945,922		1,945,922		—		—
Welfare Benefit Continuation		—		21,750		21,750		—		—
Total:		—	$	4,967,672	$	2,249,450	$	496,183	$	496,183

Thomas S. Schreier, Jr.

Executive Benefits and Payments Upon Termination	Termination by Company for Cause or by Executive without Good Reason ($)(1)		Termination by Company without Cause or by Executive for Good Reason ($)(2)(6)		Death or Disability ($)(3)		Change in Control ($)(4)		Qualified Termination Following Change in Control ($)(5)
Bonus Through Termination Date		—		—		—		—		—
Severance Payment		—	$	2,500,000		—		—		—
Accelerated Vesting of Equity Awards		—		—	$	330,436	$	665,724	$	665,724
Accelerated Vesting of MFIP Awards		—		1,553,267		1,553,267		—		—
Accelerated Vesting of Retention Awards		—		100,000		100,000		—		—
Welfare Benefit Continuation		—		32,624		32,624		—		—
Total:		—	$	4,185,891	$	2,016,327	$	665,724	$	665,724

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William Adams IV

Executive Benefits and Payments Upon Termination	Termination by Company for Cause or by Executive without Good Reason ($)(1)		Termination by Company without Cause or by Executive for Good Reason ($)(2)		Death or Disability ($)(3)		Change in Control ($)(4)		Qualified Termination Following Change in Control ($)(5)
Bonus Through Termination Date		—		—		—		—		—
Severance Payment		—	$	1,000,000		—		—		—
Accelerated Vesting of Equity Awards		—		—	$	258,400	$	452,960	$	452,960
Accelerated Vesting of MFIP Awards		—		1,614,382		1,614,382		—		—
Welfare Benefit Continuation		—		21,750		21,750		—		—
Total:		—	$	2,636,132	$	1,894,532	$	452,960	$	452,960

John L. MacCarthy

Executive Benefits and Payments Upon Termination	Termination by Company for Cause or by Executive without Good Reason ($)(1)		Termination by Company without Cause or by Executive for Good Reason ($)(2)		Death or Disability ($)(3)		Change in Control ($)(4)		Qualified Termination Following Change in Control ($)(5)
Bonus Through Termination Date		—		—		—		—		—
Severance Payment		—	$	1,000,000		—		—		—
Accelerated Vesting of Equity Awards		—		—	$	179,208	$	316,567	$	316,567
Accelerated Vesting of MFIP Awards		—		967,985		967,985		—		—
Welfare Benefit Continuation		—		21,750		21,750		—		—
Total:		—	$	1,989,735	$	1,168,943	$	316,567	$	316,567

(1)

Details regarding payments and benefits provided in connection with a termination by the Company for cause or by the executive without good reason are described in more detail below.

(2)

The amounts in these columns include payments and benefits provided in connection with employment agreements and MFIP awards, which are described in more detail below. No amount is included for bonus through termination date because such amounts would be earned as of December 31, 2013.

(3)

The amounts in these columns include payments and benefits provided in connection with employment agreements, MFIP awards, time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below. No amount is included for bonus through termination date because such amounts would be earned as of December 31, 2013.

(4)

The amounts in these columns include payments and benefits provided in connection with time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below.

(5)

The amounts in these columns include payments and benefits provided in connection with time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below.

(6)

The amounts in this column include payments and benefits provided in connection with Mr. Schreier's retention award, which are described in more detail below.

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Employment Agreements

        In the event that any of our named executive officer's employment is terminated by the Company without "cause" (including by non-renewal of such executive's employment agreement by the Company) or by the executive for "good reason," as such terms are defined in the executive's agreement, such executive will receive a lump sum cash payment within thirty days after the termination date equal to the sum of (i) the executive's annual base salary through the termination date and the annual cash incentive award for the prior fiscal year to the extent not paid, (ii) the product of (x) the executive's annual cash incentive award for the prior fiscal year (or, in the case of Mr. Amboian, the average annual cash incentive award for the three prior fiscal years) and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapsed up to and including the termination date and the denominator of which is 365, and (iii) a severance payment, as set forth in each executive's agreement. The agreements with Messrs. Amboian, Schreier, Adams and MacCarthy provide for severance payments of $7,000,000, $2,500,000, $1,000,000 and $1,000,000, respectively. The agreement with Mr. Richter provides for a severance payment equal to the greater of (i) $3,000,000 and (ii) the product of (x) 1.25 and (y) the sum of his (a) current annual base salary, (b) annual cash incentive award for the prior fiscal year, (c) MFIP award for the prior fiscal year and (d) retention award for the prior fiscal year (not including the retention award that was outstanding as of December 31, 2013). Each executive will also be entitled to continuation of welfare benefits for a period of one year following the termination date (or, with respect to Mr. Schreier, eighteen months) and any accrued benefits that the executive is eligible to receive under the Company's benefit plans. The agreement with Mr. Amboian also provides that he will be entitled to one year of additional age and service credit under the Company's retiree benefits plan and defined benefit pension plan. Receipt of a severance payment and welfare benefit continuation by Messrs. Richter, Schreier, Adams and MacCarthy is conditioned upon their execution of a general release of claims in favor of the Company.

        In the event that any of our named executive officer's employment is terminated by the Company for cause or by the executive without good reason, such executive will receive his annual base salary through the termination date and his annual cash incentive award for the prior fiscal year to the extent not paid. Such executive will not receive the pro-rated annual cash incentive award, severance payment or welfare benefit continuation described above. Such executive will be entitled to any accrued benefits that he is eligible to receive under the Company's benefit plans.

        In the event that any of our named executive officer's employment is terminated by reason of death or "disability," as such term is defined in the executive's employment agreement, such executive will receive a lump sum cash payment within thirty days after the termination date equal to the sum of (i) the executive's annual base salary through the termination date and the annual cash incentive award for the prior fiscal year to the extent not paid and (ii) the product of (x) the executive's annual cash incentive award for the prior fiscal year (or, in the case of Mr. Amboian, the average annual cash incentive award for the three prior fiscal years) and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapsed up to and including the termination date and the denominator of which is 365. Each executive (other than Mr. Amboian) will also be entitled to continuation of welfare benefits for a period of one year following the termination date (or, with respect to Mr. Schreier, eighteen months) and each executive (including Mr. Amboian) will be entitled to any accrued benefit that the executive is eligible to receive under the Company's benefit plans. None of our named executive officers will receive the severance payment described above in the event of termination by reason of death or disability.

        Further information regarding our employment agreements with our named executive officers can be found above under the heading "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During 2013—Employment Agreements."

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MFIP Awards

        Upon a termination of an executive's employment by the Company without "cause" (as defined in the plan documents) or by reason of death or "disability" (as defined in the plan documents), one hundred percent of the unvested portion of his or her unvested MFIP award shall immediately vest. In the event of a termination of the participant's employment for any other reason, the entire unvested portion of his or her MFIP award will be forfeited. Further information regarding MFIP awards can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—MFIP Awards."

Equity Awards

Time-Vested Deferred Units

        Upon a termination of an executive's employment by reason of death or "disability" (as defined in the grant agreements), all of the executive's time-vested deferred units will immediately vest.

        If a Sale of the Firm (as defined below) occurs, then 80% of the aggregate time-vested deferred units held by an executive will immediately vest. All of the executive's remaining unvested time-vested deferred units will vest upon the first anniversary of the Sale of the Firm so long as the executive remains employed until such date or the executive's employment is terminated by the Company without "cause" (as defined in the grant agreements), by the executive for "good reason" (as defined in the executive's employment agreement), or by reason of the executive's death or "disability" (as defined in the grant agreements). A "Sale of the Firm" generally means (i) a transaction in which a third party acquires a majority of the Company's outstanding equity interests or all or substantially all of the Company's assets or (ii) both (x) a person or group (other than MDP and its affiliates) becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company's or its successor's board of directors or similar governing body, and (y) in connection therewith, MDP and/or its affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP's ownership interest in the Company or its successor (any such transaction by MDP and/or its affiliates is referred to herein as an "MDP Liquidity Event") on a non-pro rata basis. Notwithstanding the foregoing, a Sale of the Firm will not occur if a person or group consummates a transaction (a "Contribution Transaction") in which (i) the acquiror's asset management business with assets under management of at least $100 billion is combined with the Company's asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction. However, if an executive's employment is terminated by the Company without "cause" (as defined in the grant agreements) or by an executive for "good reason" (as defined in the executive's employment agreement) during the 12 months following a Contribution Transaction, then all of the executive's time-vested deferred units will immediately vest. The value of the time-vested deferred units included in the tables above under the heading "Change in Control" include the value of the units that would vest immediately upon a Sale of the Firm and the value of those units that would vest upon the first anniversary thereof. The value of time-vested deferred units that would vest immediately upon a termination following a Contribution Transaction are included in the tables above under the heading "Qualified Termination Following Change in Control." These amounts were determined by multiplying the number of such deferred units by the fair value of a Class A Unit as of December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. Certain of Mr. Schreier's time-vested deferred units will immediately vest in the event that a third party acquires a majority of the equity interests, or all or substantially all of the assets, of the businesses with which FAF Advisors was combined.

188

        All of an executive's vested time-vested deferred units will be settled thirty days after the executive's death or separation from service (or, if the executive is a specified employee as defined in Section 409A of the Code, six months after the separation from service). Upon a Sale of the Firm that also constitutes a change in control event within the meaning of Section 409A of the Code, all vested time-vested deferred units will be settled thirty days after the triggering event, with the remaining unvested time-vested deferred units settled on the first anniversary of the triggering event subject to satisfaction of the vesting conditions described above.

        Further information regarding time-vested deferred units can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Equity Awards."

Performance-Vested Deferred Units

        Pursuant to his employment agreement, all unvested performance-vested deferred units held by Mr. Amboian vest immediately upon a termination of his employment by reason of death or disability. Vesting of performance-vested deferred units held by our other named executive officers is not accelerated in connection with death or disability.

        Vesting of performance-vested deferred units is accelerated in the same manner as time-vested deferred units upon a Sale of the Firm or upon a termination following a Contribution Transaction (as described above) and are likewise reported the same in the tables above.

        If a '40 Act Change of Control (as defined below) occurs in connection with any transaction other than a Sale of the Firm or an underwritten and registered public offering of the Company's equity interests, then 50% of the unvested performance-vested deferred units held by an executive will immediately vest, determined pro rata based on each performance-vesting condition. The executive's remaining unvested performance-vested deferred units will continue to be subject to performance-vesting conditions. A "'40 Act Change of Control" means any transaction involving a change in ownership that results in an actual or deemed assignment of investment advisory contracts under the Investment Company Act or the Investment Advisers Act. The value of the performance-vested deferred units that would vest immediately upon a "'40 Act Change of Control" are included in the tables above under the heading "Change in Control." These amounts were determined by multiplying the number of such deferred units by the fair value of a Class A Unit as of December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. All of Mr. Schreier's FAF-based performance-vested deferred units will immediately vest in the event that a third party acquires a majority of the equity interests, or all or substantially all of the assets, of the businesses with which FAF Advisors was combined.

        Vested performance-vested deferred units are settled upon an executive's death or separation of service, or upon a Sale of the Firm, in the same manner as vested time-vested deferred units are settled in connection with such triggering events.

        Further information regarding performance-vested deferred units can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Equity Awards."

Deferred Incentive Units

        Although the time-vesting condition applicable to deferred incentive units held by our named executive officers will be immediately satisfied in the event that the executive's employment is terminated by reason of death or disability (as defined in the grant agreements), the tables above do not reflect any amounts attributable to such units because the liquidation value of a Class A Unit at

189

December 31, 2013 was below the participation threshold. Further information regarding deferred incentive units can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Equity Awards."

Retention Awards

        Pursuant to his employment agreement, the unvested portion of the retention award granted to Mr. Schreier in 2011 will vest and become payable within thirty days of a termination of his employment by reason of death or disability, by the Company without cause or by Mr. Schreier for good reason. Vesting of retention awards held by the other named executive officers is not accelerated under any circumstances. Further information regarding retention awards can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Retention Awards."

Director Compensation

        Directors who are Company employees do not receive compensation for their services as directors. Two of our non-employee directors—Eugene S. Sunshine and Peter S. Voss—receive the following compensation for their services as directors:

•

an annual retainer of $125,000, payable quarterly;

•

a fee of $2,000 for each Board and Board committee meeting and each Board action taken by written consent, payable quarterly;

•

if the director serves as chair of our Audit and Compliance Committee, an additional annual fee of $15,000, payable quarterly; and

•

if the director serves as chair of any other Board committee, an additional annual fee of $10,000, payable quarterly.

        All or any portion of the compensation described above may, at the election of the director, be paid in deferred Class A Units of Holdings instead of cash. The deferred units received by the directors are substantially similar to those granted to our executive officers (see compensation discussion and analysis above) except that such deferred units are 100% vested upon issuance and the deferral breaks upon the earliest to occur of a change of control, the date that is 30 days following the director's removal or resignation from the Board and May 13, 2015. None of our other non-employee directors receive compensation for serving as directors. All of our directors are reimbursed for out-of-pocket expenses incurred in connection with attending all board and other committee meetings.

        The following table provides compensation information for our non-employee directors for the fiscal year ended December 31, 2013.

Name	Fees Earned or Paid in Cash ($)(1)
Eugene S. Sunshine		164,000
Peter S. Voss		143,000

(1)

The amounts in this column include the annual retainer, meeting fees and committee chair fees. In the event that a director chose to receive compensation in the form of deferred Class A Units instead of cash, the number of deferred Class A Units received was determined by dividing the amount of such cash compensation owed to such director by the grant date fair value of a Class A Unit. The amounts in this column do not reflect any subsequent change in the fair value of a Class A Unit. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of the calculation described above was based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

190

THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

        On September 19, 2012 (the "issue date"), the Issuer issued in a private offering $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "outstanding notes"). At that time, the Issuer and the guarantors of the outstanding notes entered into registration rights agreements with the initial purchasers of the outstanding notes, pursuant to which the Issuer and such guarantors have agreed, for the benefit of the holders of the outstanding notes, that they will, at their own expense, (i) file a registration statement with the SEC with respect to an offer to exchange the outstanding notes for new notes (the "exchange notes"), guaranteed by the guarantors, having identical terms in all material respects to the outstanding notes and which will evidence the same continuing indebtedness (except that the exchange notes will not contain terms with respect to transfer restrictions or interest rate increases as described below) within 18 months after the issue date, (ii) use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act within 21 months after the issue date (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the exchange offer promptly following the effectiveness of the exchange offer registration statement.

        The Issuer and the guarantors have also agreed that, upon the occurrence of any of the events described below, they will, at their own expense, (i) file a shelf registration statement with the SEC with respect to the resale of the outstanding notes within 30 days after such event, (ii) use commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC under the Securities Act within 90 days after such event (or 180 days if reviewed by the SEC) and (iii) use commercially reasonable efforts to keep the shelf registration statement effective for up to two years following the issue date. The board of directors of the Issuer may suspend the offering and sale under the shelf registration statement for up to 120 days in each year if it determines that there are valid business reasons for doing so (including, for example, a potential acquisition, divestiture or other material transaction) or that the registration statement contains material deficiencies. The obligations described above will arise upon the occurrence of any of the following events:

•

if on or prior to the time the exchange offer is completed, existing SEC interpretations are changed such that the exchange notes or related guarantees received by holders of outstanding notes in the exchange offer are not, or would not be, upon receipt, transferable by such holder without restriction under the Securities Act (other than as a result of such holder being an affiliate of the Issuer, an initial purchaser of the outstanding notes or for certain other disqualifying reasons);

•

if the exchange offer registration statement is not declared effective by the SEC within 21 months after the issue date (or two years if reviewed by the SEC) or the exchange offer has not been completed within 30 business days following the effectiveness of the exchange offer registration statement; or

•

if any holder notifies the Issuer prior to the 20^th business day following the completion of the exchange offer that (x) it is prohibited by law or SEC policy from participating in the exchange offer, (x) it may not resell the exchange notes without delivering a prospectus and the prospectus supplement contained in the exchange offer registration statement is not appropriate or available for such resales or (y) it is a broker-dealer and holds notes acquired directly from the Issuer or an affiliate of the Issuer.

        Under the applicable registration rights agreements, if (i) the exchange offer registration statement or, if applicable, the shelf registration statement is not filed or declared effective within the applicable time periods described above or is subsequently withdrawn or suspended (except as permitted in the

191

registration rights agreements) or (ii) the exchange offer has not been completed within the time period described above (each such event referred to in clause (i) and clause (ii), a "Registration Default"), then additional interest ("Additional Interest") shall accrue on the principal amount of the notes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum. The interest rate borne by the notes will be reduced to the original interest rate if we cure the Registration Default.

        If you wish to exchange your outstanding notes for exchange notes in the exchange offers, you will be required to make the following written representations:

•

you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 of the Securities Act or, if you are, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the exchange notes;

•

you are acquiring the exchange notes in the ordinary course of your business;

•

if you are a broker-dealer, that you did not purchase the outstanding notes to be exchanged for the exchange notes from the Issuer or any of its affiliates; and

•

you are not acting on behalf of any person who could not truthfully and completely make the representations above.

        In addition, each broker-dealer that acquired the outstanding notes for its own account as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes that it receives in the exchange offers. Please see "Plan of Distribution."

Resale of the Exchange Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

        If you are an affiliate of the Issuer or any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•

you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

192

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

        This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read "Plan of Distribution" for more details regarding the transfer of exchange notes.

Terms of the Exchange Offers

        On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange in the exchange offers any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in a principal amount of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered in the exchange offers.

        The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon failure by the Issuer and the guarantors to fulfill their obligations under the applicable registration rights agreements to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indentures that govern the terms of the outstanding notes. For a description of the indentures, see "Description of Notes."

        The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

        This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers. The Issuer and the guarantors intend to conduct the exchange offers in accordance with the provisions of the applicable registration rights agreements, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indentures and the applicable registration rights agreements except the Issuer and the guarantors will not have any further obligation to you to provide for the registration of the outstanding notes under the applicable registration rights agreements.

        The Issuer will be deemed to have accepted for exchange properly tendered outstanding notes when the Issuer has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from the Issuer and delivering exchange notes to holders. Subject to the terms of the applicable registration rights agreements, the Issuer expressly reserves the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offers."

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        If you tender your outstanding notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions, Amendments

        As used in this prospectus, the term "expiration date" means 5:00 p.m., New York City time, on                        , 2014, which is the 21^st business day after the date of this prospectus. However, if the Issuer, in its sole discretion, extends the period of time for which the exchange offers are open, the term "expiration date" will mean the latest time and date to which the Issuer shall have extended the expiration of the exchange offers.

        To extend the period of time during which the exchange offers are open, the Issuer will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        The Issuer reserves the right, in its sole discretion:

•

to delay accepting for exchange any outstanding notes (if the Issuer amends or extends the exchange offers);

•

to extend the exchange offers or to terminate the exchange offers if any of the conditions set forth below under "—Conditions to the Exchange Offer" have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

•

subject to the terms of the registration rights agreements, to amend the terms of the exchange offers in any manner.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by notice to the registered holders of the outstanding notes. If the Issuer amends the exchange offers in a manner that it determines to constitute a material change, the Issuer will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offers

        Despite any other term of the exchange offers, the Issuer will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and the Issuer may terminate or amend the exchange offers as provided in this prospectus prior to the expiration date if in its reasonable judgment:

•

the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offers that, in their judgment, would reasonably be expected to impair their ability to proceed with the exchange offers.

        In addition, the Issuer will not be obligated to accept for exchange the outstanding notes of any holder that has not made to the Issuer:

•

the representations described under "—Purpose and Effect of the Exchange Offers," "—Procedures for Tendering Outstanding Notes" and "Plan of Distribution;" or

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•

any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to the Issuer an appropriate form for registration of the exchange notes under the Securities Act.

        The Issuer expressly reserves the right at any time or at various times to extend the period of time during which the exchange offers are open. Consequently, the Issuer may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. The Issuer will return any outstanding notes that the Issuer does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offers.

        The Issuer expressly reserves the right to amend or terminate the exchange offers and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. In addition, the Issuer is generally required to extend the offering period for any material change, including the waiver of a material condition, so that at least five business days remain in the exchange offers after the change. The Issuer will give written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date.

        These conditions are for sole benefit of the Issuer and the Issuer may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in its sole discretion. If the Issuer fails at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that the Issuer may assert at any time or at various times prior to the expiration date.

        In addition, the Issuer will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the TIA.

Procedures for Tendering Outstanding Notes

        To tender your outstanding notes in the exchange offers, you must comply with either of the following:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under "—Exchange Agent" prior to the expiration date; or

•

comply with DTC's Automated Tender Offer Program procedures described below.

        In addition, either:

•

the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

•

the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the expiration date; or

•

you must comply with the guaranteed delivery procedures described below.

        Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between the Issuer and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

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        The method of delivery of outstanding notes, letter of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

        If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

•

make appropriate arrangements to register ownership of the outstanding notes in your name; or

•

obtain a properly completed bond power from the registered holder of outstanding notes.

        The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

        Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of FINRA, a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal; or

•

for the account of an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by the Issuer, they should also submit evidence satisfactory to the Issuer of their authority to so act.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

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•

the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

•

the Issuer may enforce that agreement against such participant.

Acceptance of Exchange Notes

        In all cases, the Issuer will promptly issue exchange notes for outstanding notes that it has accepted for exchange under the exchange offers only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By tendering outstanding notes pursuant to the exchange offers, you will represent to the Issuer that, among other things:

•

you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

        In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        The Issuer will interpret the terms and conditions of the exchange offers, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Determinations of the Issuer in this regard will be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in their or their counsel's judgment, be unlawful. The Issuer also reserves the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

        Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as the Issuer may determine. Neither the Issuer, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

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Book-Entry Delivery Procedures

        Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as book-entry transfer facilities, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent's account at the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an "agent's message," as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

        Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC's Automatic Tender Offer Program, prior to the expiration date, you may still tender if:

•

the tender is made through an eligible guarantor institution;

•

prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent's message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

        Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

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Withdrawal Rights

        Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under "—Exchange Agent;" or

•

you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;

•

identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

•

where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and

•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

        If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. The Issuer will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and its determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn outstanding notes may be retendered by following the procedures described under "—Procedures for Tendering Outstanding Notes" above at any time on or prior to the expiration date.

Exchange Agent

        U.S. Bank National Association has been appointed as the exchange agent for the exchange offers. U.S. Bank National Association also acts as trustee under the indentures governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests

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for additional copies of this prospectus or of the letter of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail or Overnight Courier:	By Facsimile Transmission:	By Hand Delivery:
U.S. Bank National Association		U.S. Bank National Association
U.S. Bank West Side Flats Operations Center	(651) 466-7372	U.S. Bank West Side Flats Operations Center
60 Livingston Ave.		60 Livingston Ave.
St. Paul, MN 55107		St. Paul, MN 55107
Attention: Specialized Finance		Attention: Specialized Finance
Reference: Nuveen Investments, Inc.		Reference: Nuveen Investments, Inc.
	To Confirm by Telephone: (800) 934-6802

        If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

        The registration rights agreements provide that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

        We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding unregistered notes pursuant to the exchange offers.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges net of unamortized discount and debt issuance costs, as the terms of the exchange notes are substantially identical to the terms of the outstanding notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers.

Transfer Taxes

        The Issuer and the guarantors will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

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•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.

        If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

        Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct the Issuer to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

        If you do not exchange your outstanding notes for exchange notes under the exchange offers, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•

as set forth in the legend printed on the outstanding notes as a consequence of the issuances of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•

as otherwise set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes.

        In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

        Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding notes.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain U.S. federal income tax considerations relating to the exchange of outstanding notes for exchange notes pursuant to the exchange offers. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. It addresses only holders who purchased the outstanding notes for cash in the initial offering at their initial issue price (generally, the first price at which a substantial amount of the outstanding notes were sold for money to investors, not including sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). This summary applies only to holders exchanging outstanding notes for exchange notes in the exchange offers and who hold the outstanding notes as "capital assets" within the meaning of Section 1221 of the Code. A "capital asset" is generally an asset held for investment.

        This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular taxpayers in light of their special circumstances or persons subject to special treatment under U.S. federal income tax laws. This discussion does not address any aspect of U.S. federal taxation other than U.S. federal income taxation (e.g., estate and gift tax) or any aspect of state, local or non-U.S. taxation.

        This summary is based on the U.S. federal income tax laws as in effect as of the date hereof, which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

EACH HOLDER OF THE OUTSTANDING NOTES SHOULD CONSULT ITS OWN TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF EXCHANGING AN OUTSTANDING NOTE FOR AN EXCHANGE NOTE AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES.

Exchange of Outstanding Notes for Exchange Notes Pursuant to the Exchange Offers

        The exchange of outstanding notes for exchange notes in the exchange offers will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, you a holder will not recognize taxable gain or loss upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor, and the adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the outstanding note immediately before the exchange. A holder who does not exchange its outstanding notes for exchange notes pursuant to the exchange offers will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offers.

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CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the purchase and holding of the notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of such plans, accounts and arrangements (each, a "Plan").

General Fiduciary Matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

        In considering an investment of any portion of the assets of any Plan in the notes, a Plan fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Laws relating to the fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of Section 3(14) of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

        The acquisition and/or holding of the notes by an ERISA Plan with respect to which the issuer, a subsidiary guarantor or any of their respective affiliates are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions ("PTCEs") that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any

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ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied. There can be no assurance that any class exemption or any other exemption will be available with respect to any particular transaction involving the notes, or that if an exemption is available, it will cover all aspects of any particular transaction.

        Because of the foregoing, the notes should not be purchased or held by any person investing "plan assets" of any Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Representation

        Accordingly, by acceptance of a note or an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and holding of the notes (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Law.

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the notes.

        The sale of notes to a Plan is in no respect a representation by the Issuer that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offers, we have agreed that for a period of up to 90 days, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver to such broker-dealer as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offers and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

205

LEGAL MATTERS

        The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Winston & Strawn LLP, Chicago, Illinois.

EXPERTS

        The consolidated balance sheets of Nuveen Investments, Inc. and its subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in equity and cash flows for the years ended December 31, 2013, 2012 and 2011, which are referred to in and made a part of this prospectus and registration statement, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere herein, and are included in reliance upon such report given on their authority as experts in accounting and auditing.

206

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Nuveen Investments, Inc. and Subsidiaries:

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-3
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011		F-4
Consolidated Statements of Comprehensive Income/(Loss) For the Years Ended December 31, 2013, 2012 and 2011		F-5
Consolidated Statements of Changes in Equity for the three years ended December 31, 2013		F-6
Consolidated Statements of Cash Flows for the three years ended December 31, 2013		F-7
Notes to Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors
Nuveen Investments, Inc. and Shareholders:

        We have audited the accompanying consolidated balance sheets of Nuveen Investments, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nuveen Investments, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Chicago, Illinois
March 13, 2014

F-2

Nuveen Investments, Inc. & Subsidiaries

Consolidated Balance Sheets

(in thousands)

	December 31, 2013			December 31, 2012
Assets
Cash and cash equivalents	$	323,717		$	289,289
Cash segregated in compliance with federal and other regulations		1,000			1,000
Cash and cash equivalents—consolidated variable interest entities		430,515			457,179
Management fees, distribution fees, and reimbursable fund expenses receivable		138,198			151,064
Other receivables		16,528			16,280
Other receivables—consolidated variable interest entities		277,402			239,952
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $114,071 and $87,487, respectively		89,956			101,776
Investments		205,553			169,642
Investments—consolidated variable interest entities		5,880,598			4,778,445
Goodwill		2,799,120			2,791,147
Intangible assets, at cost less accumulated amortization of $95,007 and $55,095, respectively		2,673,875			2,713,787
Fair value of open derivatives		33,755			—
Other assets		16,488			29,241
Other assets—consolidated variable interest entities		3,918			6,240
Total assets	$	12,890,623		$	11,745,042
Liabilities and Equity
Short-term obligations:
Current taxes payable	$	2,685		$	2,448
Accounts payable		15,679			20,060
Accrued compensation and other expenses		228,077			234,095
Other short-term liabilities		35,486			5,174
Other short-term liabilities—consolidated variable interest entities		465,267			459,948
Total short-term obligations		747,194			721,725
Long-term obligations:
Debt		4,482,668			4,419,990
Debt—consolidated variable interest entities		5,982,231			4,898,375
Deferred income tax liability, net		706,838			730,707
Contingent consideration—Gresham acquisition		37,200			124,400
Other long-term liabilities		22,267			50,056
Total long-term obligations		11,231,204			10,223,528
Total liabilities		11,978,398			10,945,253
Redeemable noncontrolling interests		276,753			242,551
Nuveen Investments shareholders' equity:
Additional paid-in capital		2,952,493			2,968,812
Retained earnings/(deficit)		(2,497,022	)		(2,542,176	)
Appropriated retained earnings of consolidated variable interest entities		92,220			81,922
Accumulated other comprehensive income/(loss)		18,992			(13,196	)
Total Nuveen Investments shareholders' equity		566,683			495,362
Noncontrolling interests		68,789			61,876
Total equity		635,472			557,238
Total liabilities, redeemable noncontrolling interests, and equity	$	12,890,623		$	11,745,042

See accompanying notes to consolidated financial statements.

F-3

Nuveen Investments, Inc. & Subsidiaries

Consolidated Statements of Operations

(in thousands)

	For the Year Ended December 31, 2013			For the Year Ended December 31, 2012			For the Year Ended December 31, 2011
Operating revenues:
Investment advisory fees from assets under management	$	977,414		$	991,729		$	973,900
Income from CLOs/CDOs		50,830			33,398			19,255
Product distribution		20,625			21,678			20,217
Performance fees/other revenue		27,476			57,168			15,839
Total operating revenues		1,076,345			1,103,973			1,029,211
Operating expenses:
Compensation and benefits		468,914			472,854			432,830
Severance		21,309			23,075			4,520
Advertising and promotional costs		13,643			15,134			12,881
Occupancy and equipment costs		49,477			44,418			45,392
Amortization of intangible assets		39,912			69,271			72,316
Travel and entertainment		17,845			19,288			16,965
Distribution expense		57,398			55,841			50,893
Outside and professional services		52,329			60,750			67,745
Intangible asset impairment		—			586,715			—
Other operating expenses		41,671			72,001			45,202
Total operating expenses		762,498			1,419,347			748,744
Operating other:
Contingent consideration		87,200			(29,300	)		—
Other income/(expense)		(96,791	)		(120,051	)		29,975
Net interest expense		(283,759	)		(340,270	)		(320,416	)
Consolidated VIEs and funds, net		11,862			(72,921	)		(16,472	)
Income/(loss) before taxes		32,359			(877,916	)		(26,446	)
Income tax expense/(benefit):
Current		765			1,130			1,963
Deferred		(43,150	)		(241,860	)		(8,254	)
Total income tax expense/(benefit)		(42,385	)		(240,730	)		(6,291	)
Net income/(loss)		74,744			(637,186	)		(20,155	)
Less:
net income/(loss) attributable to noncontrolling interests—consolidated VIEs and funds		7,137			(96,086	)		(8,896	)
net income/(loss) attributable to other noncontrolling interests		22,379			29,898			1,725
Total net income/(loss) attributable to noncontrolling interests		29,516			(66,188	)		(7,171	)
Net income/(loss) attributable to Nuveen Investments	$	45,228		$	(570,998	)	$	(12,984	)

See accompanying notes to consolidated financial statements.

F-4

Nuveen Investments, Inc. & Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

(in thousands)

	For the Year Ended December 31, 2013			For the Year Ended December 31, 2012			For the Year Ended December 31, 2011
Net income/(loss)	$	74,744		$	(637,186	)	$	(20,155	)
Other comprehensive income:
Unrealized gains/(losses) on available for sale securities, net of tax $4,544, $3,532, and $(1,946), respectively		7,574			5,617			(3,600	)
Reclassification adjustments for realized (gains)/losses, net of tax $(2,341), $(285), and $(5,471), respectively		(3,775	)		(456	)		(9,034	)
Funded status of retirement plans, net of tax $4,186, $(2,181) and $(2,760), respectively		6,975			(2,567	)		(4,471	)
Unrealized gains/(losses) on cash flow hedges, net of tax $12,450, $0, and $0, respectively		21,305			—			—
Foreign currency translation adjustments		109			(44	)		(21	)
Subtotal: other comprehensive income/(loss)		32,188			2,550			(17,126	)
Comprehensive income/(loss)	$	106,932		$	(634,636	)	$	(37,281	)
Less: net income/(loss) attributable to noncontrolling interests		29,516			(66,188	)		(7,171	)
Comprehensive income/(loss) attributable to Nuveen Investments	$	77,416		$	(568,448	)	$	(30,110	)

See accompanying notes to consolidated financial statements.

F-5

Nuveen Investments, Inc. & Subsidiaries

Consolidated Statements of Changes in Equity

(in thousands)

	Additional Paid-In Capital			Retained Earnings / (Deficit)			Appropriated Retained Earnings Consolidated VIEs			Accumulated Other Comprehensive Income/(Loss)			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
Balance at December 31, 2010	$	2,964,071		$	(1,958,194	)	$	186,435		$	1,380		$	13,013		$	1,206,705		$	—
Net income/(loss)		—			(12,984	)		(8,896	)		—			1,725			(20,155	)		—
Equity based compensation		20,702			—			—			—			3,492			24,194			9,487
Payout of deferred A units and deferred and restricted A units		(97	)		—			—			—			—			(97	)		—
Other comprehensive income/(loss)		—			—			—			(17,126	)		—			(17,126	)		—
Changes to noncontrolling interests		(23,417	)		—			—			—			(12,745	)		(36,162	)		—
Gresham other noncontrolling interests		—			—			—			—			41,791			41,791			—
Gresham redeemable noncontrolling interests		—			—			—			—			—			—			193,289
Gresham consolidated funds		—			—			—			—			17,913			17,913			—
Balance at December 31, 2011	$	2,961,259		$	(1,971,178	)	$	177,539		$	(15,746	)	$	65,189		$	1,217,063		$	202,776
Net income/(loss)		—			(570,998	)		(95,617	)		—			4,635			(661,980	)		24,794
Equity based compensation		15,163			—			—			—			4,373			19,536			20,657
Conversion of right to receive class A units into class A units		(3,744	)		—			—			—			—			(3,744	)		—
Payout of deferred A units and deferred and restricted A units		(299	)		—			—			—			—			(299	)		—
Other comprehensive income/(loss)		—			—			—			2,550			—			2,550			—
Changes to noncontrolling interests		(3,567	)		—			—			—			(12,321	)		(15,888	)		(5,676	)
Balance at December 31, 2012	$	2,968,812		$	(2,542,176	)	$	81,922		$	(13,196	)	$	61,876		$	557,238		$	242,551
Net income/(loss)		—			45,228			10,298			—			275			55,801			18,943
Dividends paid		—			(74	)		—			—			—			(74	)		—
Equity based compensation		10,325			—			—			—			3,869			14,194			21,296
Conversion of right to receive class A units into class A units		(2,937	)		—			—			—			—			(2,937	)		—
Payout of deferred A units and deferred and restricted A units		(86	)		—			—			—			—			(86	)		—
Other comprehensive income/(loss)		—			—			—			32,188			—			32,188			—
Changes to noncontrolling interests		(23,621	)		—			—			—			2,769			(20,852	)		(6,037	)
Balance at December 31, 2013	$	2,952,493		$	(2,497,022	)	$	92,220		$	18,992		$	68,789		$	635,472		$	276,753

See accompanying notes to consolidated financial statements.

F-6

Nuveen Investments, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

	2013			2012			2011
Cash flows from operating activities:
Net income/(loss)	$	74,744		$	(637,186	)	$	(20,155	)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Net (income)/loss attributable to noncontrolling interests		(29,516	)		66,188			7,171
Net (income)/loss attributable to other consolidated VIEs		(4,725	)		(23,165	)		7,576
Deferred income taxes		(43,150	)		(241,860	)		(8,254	)
Depreciation of office property, equipment, and leaseholds		29,397			26,370			21,016
(Gain)/loss on sale of fixed assets and lease abandonment		965			(1,059	)		5,896
Realized (gains)/losses from available-for-sale investments and other investment related		(15,552	)		(13,926	)		(21,432	)
Unrealized (gains)/losses on derivatives		—			(17,389	)		(21,985	)
Amortization of intangible assets		39,912			69,271			72,316
Amortization of debt related items, net		10,108			16,159			21,341
Equity based compensation		35,490			40,193			33,681
Compensation expense for mutual fund incentive program		14,398			36,254			12,401
Loss on debt transactions		103,726			139,568			—
Contingent consideration		(87,200	)		29,300			—
Intangible asset impairment		—			586,715			—
Net (increase)/decrease in assets (excluding the impact of acquisitions):
Management fees, distribution fees and reimbursable fund expenses receivable		12,865			40,712			4,126
Current taxes receivable/payable		237			(845	)		1,507
Other receivables		851			5,663			11,349
Other assets		12,730			(3,022	)		(146	)
Net increase/(decrease) in liabilities (excluding the impact of acquisitions):
Accrued compensation and other expenses		(1,299	)		(7,125	)		59,754
Accounts payable		(5,761	)		(2,816	)		(1,257	)
Other liabilities		(2,595	)		(48,108	)		(4,011	)
Other		(1	)		256			58
Net cash provided by operating activities		145,624			60,148			180,952
Cash flows from financing activities:
Proceeds from loans and notes payable, net of premium and discount		3,061,251			2,135,563			428,525
Repayments of notes and loans payable		(3,096,942	)		(1,885,251	)		(93,000	)
Debt issuance costs		(13,442	)		(24,018	)		(14,960	)
Purchase of noncontrolling interests		(4,322	)		(86	)		(30,825	)
Payments to noncontrolling interests less than/(in excess of) income		(9,727	)		17,483			(1,166	)
Dividends paid		(74	)		—			—
Conversion of right to receive class A units into class A units		(2,937	)		(3,744	)		—
Deferred and restricted class A unit payouts		(86	)		(299	)		(97	)
Net cash provided by/(used in) financing activities		(66,279	)		239,648			288,477
Cash flows from investing activities:
Gresham acquisition		—			(3,274	)		(285,127	)
Winslow acquisition additional consideration		—			(157,185	)		(6,500	)
HydePark acquisition additional consideration		—			—			(1,500	)
Purchase of office property and equipment		(18,712	)		(44,176	)		(49,791	)
Proceeds from sales of investment securities		65,139			37,994			43,202
Purchases of investment securities		(57,985	)		(44,435	)		(65,154	)
Purchases of securities for mutual fund incentive program		(35,053	)		(14,966	)		(30,300	)
Distributions from consolidated variable interest entities		1,405			4,321			—
Net change in consolidated funds		(26,664	)		199,382			(107,867	)
Other		180			—			—
Net cash used in investing activities		(71,690	)		(22,339	)		(503,037	)
Effect of exchange rate changes on cash and cash equivalents		109			(44	)		(21	)
Increase/(decrease) in cash and cash equivalents		7,764			277,413			(33,629	)
Cash and cash equivalents:
Beginning of year		747,468			470,055			479,008
Cash acquired—Gresham acquisition, including Gresham consolidated funds		—			—			24,676
End of year	$	755,232		$	747,468		$	470,055

See accompanying notes to consolidated financial statements.

F-7

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

        Nuveen Investments, Inc. and its subsidiaries (the "Company," or "Nuveen," or "Nuveen Investments") provide investment management and related services to retail and institutional investors. The Company markets a wide range of specialized investment solutions which provide investors access to the capabilities of its boutique investment management affiliates: Nuveen Asset Management, LLC ("NAM"), Symphony Asset Management LLC ("Symphony"), NWQ Investment Management Company, LLC ("NWQ"), Santa Barbara Asset Management, LLC ("Santa Barbara"), Tradewinds Global Investors, LLC ("Tradewinds"), Winslow Capital Management, LLC ("Winslow") and Gresham Investment Management LLC ("Gresham").

        The Company offers investment management capabilities across a diversified set of asset classes and investment strategies through its investment management affiliates, including municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred securities, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. The investment management affiliates are supported by its scaled shared services platform, through which the Company provides assistance in distribution, marketing, product development and operations. Nuveen provides investment management services through the investment products that it develops, markets and distributes, including open-end mutual funds ("open-end funds" or "mutual funds"), closed-end exchange-traded funds ("closed-end funds"), managed accounts, collateralized loan/debt obligations ("CLO/CDOs"), commodity exchange-traded products, private funds and Undertakings for Collective Investments in Transferable Securities funds ("UCITS funds"). In addition, Nuveen provides investment management services on a direct basis or through sub-advisory relationships. Most of the investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors. Although the Company offers a wide range of investment products and services, it operates in one business segment.

Basis of Presentation

        The accompanying consolidated financial statements include the accounts of Nuveen Investments, Inc., its majority-owned subsidiaries, and certain funds which the Company is required to consolidate (refer to Note3, "Consolidated Variable Interest Entities"), and have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP"). All significant intercompany transactions and accounts have been eliminated in consolidation. The Company makes reference to U.S. GAAP issued by the Financial Accounting Standards Board ("FASB") as either: the "Codification," "FASB ASC," or "Topic" before the Codification topic reference number.

        The Company acquired 60% of both Gresham Investment Management, LLC and Gresham Asset Management, LLC (collectively, "Gresham"). As a result of the Gresham acquisition closing on December 31, 2011, only the Company's consolidated statements of operations for the years ended December 31, 2013 and 2012 include the results of Gresham.

F-8

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

        The accompanying consolidated financial statements rely, in part, on estimates. Actual results could differ from these estimates. In the opinion of management, all necessary adjustments (consisting of normal recurring accruals) have been reflected for a fair presentation of the results of operations, financial position, and cash flows.

Other

        Certain amounts in the prior year financial statements have been reclassified to conform to the 2013 presentation. These reclassifications include the presentation of "Income from CLOs/CDOs" on the consolidated statements of operations. Amounts presented in this line item were previously presented in "Investment advisory fees from assets under management" and "Performance fees/other revenue." In addition, "Contingent consideration" is presented under "Operating other" on the consolidated statements of operations. In prior years, contingent consideration was included in "Total operating expenses." Finally, "Other income/(expense)—consolidated variable interest entities" and "net interest income/(expense)—consolidated variable interest entities" presented in prior years have been combined into one line item on the Company's consolidated statements of operations in "Consolidated VIEs and funds, net." These reclassifications had no effect on net income or shareholders' equity.

Revenue Recognition

        Investment advisory fees from assets under management are recognized ratably over the period that assets are under management. Performance fees are recognized only at the performance measurement date contained in the individual account management agreements and are dependent upon performance of the account exceeding agreed-upon benchmarks over the relevant period. Some of the Company's investment management agreements provide that, to the extent certain enumerated expenses exceed a specified percentage of a fund's or a portfolio's average net assets for a given year, the advisor will absorb such expenses through a reduction in management fees. Investment advisory fees are recorded net of any such expense reductions. Investment advisory fees are also recorded net of any sub-advisory fees paid by the Company, based on the terms of those arrangements.

Underwriting and Distribution Revenue and Distribution Expense

        The Company earns revenue upon the sale or distribution of mutual funds and upon the public offering of new closed-end exchange-traded funds. Distribution revenue is allowed by Securities and Exchange Commission Rule 12b-1, which provides for a service fee to compensate securities dealers for providing continuing financial advice and other services to investors, and is based on a percentage of assets under management. Contingent deferred sales charges are deferred when received and amortized as revenue over the period the related advanced commissions are amortized. Underwriting revenue is earned based on the Company's participation in a syndicate or selling group for a new closed-end fund.

F-9

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Distribution revenue retained by the Company (i.e., not passed through to third party distribution firms) is included in "Product distribution" on the accompanying consolidated statements of operations.

        Distribution expense consists primarily of certain payments made to distribution partners pursuant to third party distribution arrangements for certain Class C share assets, which are calculated as a percentage of average assets under management, commissions paid to broker/dealers on the sale of Class A shares at net asset value, and other marketing expenses, including marketing expenses associated with marketing support arrangements with the Company's distribution partners. Distribution expense also includes the amortization of advanced commissions.

Income from CLOs/CDOs

        Income from consolidated CLOs/CDOs represents the retained income earned by the Company in connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

Cash and Cash Equivalents

        Cash and cash equivalents include cash on hand, investment instruments with maturities of three months or less and other highly liquid investments, including money market funds, which are readily convertible to cash. Amounts presented on the Company's consolidated balance sheets approximate fair value.

        The Company maintains cash at federally insured banking institutions, which can exceed the Federal Deposit Insurance Corporation's ("FDIC") insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage.

Cash Segregated in Compliance with Federal and Other Regulations

        Cash Segregated in Compliance with Federal and Other Regulations represents cash segregated in a special reserve account for the benefit of customers under rule 15c3-3 of the Securities and Exchange Commission.

Securities Transactions

        Securities transactions, other than those entered into by the Company's broker-dealer subsidiary, are recorded on a trade date basis. Securities transactions entered into by the Company's broker-dealer are recorded on a settlement date basis, which is generally three business days after the trade date. The differences between trade date accounting and settlement date accounting are not material. Refer to the "Investments" section below for a discussion of the Company's securities transactions, excluding those of the Company's broker-dealer. Securities owned by the Company's broker-dealer are valued at market value, with profit and loss accrued on unsettled transactions based on the trade date.

F-10

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments

        The accounting method used for the Company's investments is dependent upon the type of financial interest the Company has in the investment. For investments where the Company can exert control over financial and operating policies of the investment entity, the investment entity is consolidated into the Company's financial statements. For certain investments where the risks and rewards of ownership are not directly linked to voting interests ("variable interest entities" or "VIEs"), an investment entity may be consolidated if the Company, with its related parties, is considered the primary beneficiary of the investment entity. The primary beneficiary determination will consider not only the Company's equity interest, but the benefits and risks associated with non-equity components of the Company's relationship with the investment entity, including debt, investment advisory and other similar arrangements, in accordance with FASB ASC 810—Consolidation. (Refer to Note 3, "Consolidated Variable Interest Entities" for further information).

        For purposes of the following discussion on the Company's investments being classified as either held-to-maturity, trading, or available-for-sale, "Investments from consolidated variable interest entities" are excluded from the discussion below. "Investments from consolidated variable interest entities" relate to underlying securities from CLOs and CDO that the Company is required to consolidate into its financial results. These underlying investments in CLOs and CDOs are further discussed in Note 3, "Consolidated Variable Interest Entities."

        Investments not classified as either held-to-maturity or trading are classified as available-for-sale securities. These investments are carried at fair value with unrealized holding gains and losses reported net of tax in accumulated other comprehensive income ("AOCI"), a separate component of shareholders' equity, until realized. Realized gains and losses are reflected as a component of "Other Income/(Expense)" on the accompanying statement of operations.

        Realized gains and losses on the sale of investments are calculated based on the specific identification method and are recorded in "Other Income/(Expense)" on the accompanying consolidated statements of operations. Refer to Note 5, "Fair Value Measurements" for a summary of the cost, gross unrealized holdings gains, gross unrealized holding losses, and fair value of available-for-sale security type as well as the aging of investments with unrealized losses at December 31, 2013 and December 31, 2012.

        The Company periodically evaluates its investments for other-than-temporary declines in value. Other-than-temporary declines in value may exist when the fair value of an investment security has been below the carrying value for an extended period of time. The Company recorded an other-than-temporary impairment of $44 thousand for the year ended December 31, 2013. For the years ended December 31, 2012 and 2011, the Company did not record any other-than-temporary impairments on available-for-sale securities.

F-11

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Furniture, Equipment and Leasehold Improvements

        Furniture and equipment, primarily computer equipment, is depreciated on a straight-line basis over estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the remaining term of the lease.

        Furniture, equipment and leasehold improvements at December 31 consists of:

	2013		2012
Furniture and equipment	$	154,910	$	139,394
Leasehold improvements		49,117		49,869
		204,027		189,263
Less accumulated depreciation and amortization		114,071		87,487
Furniture, equipment, and leasehold improvements, net	$	89,956	$	101,776

Leases

        The Company leases its various office locations under cancelable and non-cancelable operating leases, whose initial terms typically range from month-to-month to fifteen years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, with any applicable leasehold incentives applied as a reduction to monthly lease expense.

Software Costs

        The Company follows FASB ASC 350 in accounting for internal use software. Capitalized software costs are included within "Furniture, Equipment, and Leasehold Improvements" on the accompanying consolidated balance sheets and are amortized over the estimated useful life of the software (generally three to five years) beginning when the software project is complete and placed into service. During 2013, 2012 and 2011, the Company capitalized $9.2 million, $18.1 million and $14.2 million, respectively, for costs incurred in connection with developing software for internal use.

Goodwill and Intangibles

        In accordance with FASB ASC 350, "Intangibles—Goodwill and Other" ("ASC 350"), goodwill and intangible assets with indefinite useful lives are not amortized. Instead, they are tested for impairment at least annually using a two-step approach (the "goodwill impairment test"). Intangible assets with definite useful lives are amortized over their useful lives. The Company's measurement date for its annual goodwill impairment test is December 31.

        FASB ASC 350 requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:

a)

a significant adverse change in legal factors or in the business climate;

F-12

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)

an adverse action or assessment by a regulator;



c)

unanticipated competition;



d)

a loss of key personnel;



e)

a more-likely-than-not expectation that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of; and



f)

the testing for recoverability under FASB ASC 360-10, "Long Lived Assets," of a significant asset group within a reporting unit.

Overview of the Goodwill Impairment Test and the Company's Results

        A two-step approach is required by FASB ASC 350 for the goodwill impairment test. Step 1 is to determine the carrying value of a reporting unit and compare it to the reporting unit's fair value. Step 2 is performed to determine whether there is an impairment loss and the amount of such loss. If the fair value exceeds the carrying value, then there is no indication of impairment. If the fair value does not exceed the carrying value, then Step 2 is to calculate the impairment loss. The difference between the carrying value of the goodwill and its implied fair value should be recognized as an expense in the period in which the impairment occurs.

Determination of Reporting Units Utilized by the Company

        The Company utilizes reporting units in categories of investment products and services: retail advisory, institutional, and structured products. The Company also utilizes a "corporate" reporting unit for its goodwill impairment tests, which is mainly used for the Company's tradename intangible asset that was recorded as a result of the MDP-led buyout in November 2007 (the "MDP Transactions").

        The Company's goodwill impairment test reporting units are one level below the Company's operating segment and were determined based on how the Company manages its business, including internal reporting structure and management accountability. While the Company maintains and reports sales, net flows, assets under management, revenue and performance by product group, it does not manage expenses by product group. Due to the Company's centralized structure, the Company does not have discrete financial information by product line. Allocations of costs were made to the four reporting units for purposes of the impairment test using various estimates and assumptions.

Valuation Methodology

        For the valuation methodology utilized in goodwill impairment tests, the Company employed both an income approach (discounted cash flow method) as well as a market approach (guideline company method) in determining the fair value of certain reporting units as of the valuation date. For indefinite-lived intangibles, the Multi-Period Excess Earnings approach was utilized to value certain investment management contracts and the Relief from Royalty approach was utilized to value the tradename as part of the goodwill impairment test valuation.

F-13

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Each approach was considered for appropriateness to the Company's business. Management of the Company believes that, for companies providing a product or service, the Income Approach and Market Approach would generally provide the most reliable indications of value because the value of such firms is more dependent on their ability to generate earnings than on the value of the assets used in the production process. Therefore, for purposes of analyzing the implied fair values of the Company's reporting units, the Income Approach and Market Approach were applied. Specifically, the Income Approach incorporated the use of the Discounted Cash Flow Method and the Market Approach incorporated the use of the Guideline Company Method. The approaches were weighted as follows:

Reporting Units	Approach to Value	Valuation Method	Weighting
Corporate	Income Approach	Discounted Cash Flow		100	%
Retail Advisory	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Institutional	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%
Structured Products	Income Approach	Discounted Cash Flow		50	%
	Market Approach	Guideline Company		50	%

        Significant forecast assumptions used in the Income Approach include: revenue growth rate; gross profit; operating expenses as a percent of revenue; earnings before interest, taxes, depreciation and amortization ("EBITDA"); capital expenditures; and debt-free net working capital. Significant assumptions used in the Market Approach include a control premium and multiples of indicated total invested capital value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

2012 Intangible Impairment Analysis

        As a result of outflows in the Company's assets under management during the first half of 2012, the Company performed a valuation analysis of its customer relationships—managed accounts intangible asset under FASB ASC 360, which governs the "Impairment and Disposal of Long-Lived Assets." The Company's customer relationships—managed accounts intangible asset was first recorded in connection with the MDP Transactions. Under FASB ASC 360, the Company determined a valuation as of June 30, 2012 for the customer relationships—managed accounts intangible asset, described above. At the time of the MDP Transactions, the Company recorded $972.6 million for this intangible asset relating to customer relationships on the Company's managed accounts business. The original estimated useful life for this intangible asset was 15 years. Prior to the interim impairment analysis, the carrying value, net of accumulated amortization, for this intangible asset was $672.7 million.

        The 2012 interim impairment test under FASB ASC 360 indicated that the June 30, 2012 fair value for this intangible asset relating to customer relationships on the Company's managed accounts business was $86.0 million, with a new estimated useful life of 7 years.

F-14

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        As a result of this new indication of estimated fair value, the Company recorded a $586.7 million impairment charge on this intangible asset at June 30, 2012. This expense is stated separately within the operating expenses section of the Company's consolidated statement of operations for the year ended December 31, 2012.

        This impairment charge reduced future amortization expense for intangible assets. Previously, the Company had been recording approximately $64.8 million of annual amortization expense relating to this one intangible asset. As a result of the new estimated fair value and new estimated useful life, the Company now incurs an annual amortization expense related to this one intangible asset of $12.3 million.

        The impairment charge described above for the Nuveen customer relationships—managed accounts intangible asset decreased the carrying value of the managed accounts reporting unit. In performing "Step 1" of the separate goodwill impairment analysis, the adjusted carrying value of the managed accounts reporting unit was compared to the fair value of the managed accounts reporting unit. Primarily as a result of the carrying value reduction resulting from the intangible asset impairment described above, and the fact that the related reporting unit includes business operations other than those impacted by the customer relationship intangible impairment described above, the estimated fair value of the reporting unit exceeded the adjusted carrying value of the managed accounts reporting unit. Therefore, there were no additional impairments to goodwill recorded at June 30, 2012.

Reconciliation of Activity in Goodwill

        The following table presents a reconciliation of activity in goodwill from December 31, 2011 to December 31, 2013, as presented on the Company's consolidated balance sheets:

	(in 000s)
Balance at December 31, 2011 and December 31, 2012	$	2,791,147
Winslow		7,973
Balance at December 31, 2013	$	2,799,120

        The transaction price for the Winslow acquisition from 2008 had potential additional future payments up to a maximum of $180.0 million, based on Winslow reaching specified performance targets for its business. The final payment under the arrangement became due on December 31, 2013 and has been recorded as additional goodwill.

        At December 31, 2013 and 2012, the Company's accumulated goodwill impairment losses totaled $1.1 billion.

F-15

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reconciliation of Activity in Intangible Assets

        The following table presents a reconciliation of activity in Intangible Assets from December 31, 2011 to December 31, 2013, as presented on the Company's consolidated balance sheets:

	(in 000s)
Balance at December 31, 2011	$	3,369,773
Impairment on intangible assets:
MDP Transactions—Nuveen customer relationships managed accounts		(586,715	)
Amortization of Intangibles:
MDP Transactions—Nuveen customer relationships		(38,562	)
Winslow acquisition—
Trade name		(105	)
NYLIM customer relationship		(1,754	)
Other customer relationships		(3,481	)
FAF acquisition—
Customer relationships—institutional separately managed accounts		(690	)
Customer relationships—retail separately managed accounts		(167	)
Customer relationships—FAF research		(1,280	)
Gresham acquisition—
Customer relationships		(20,150	)
Other		(3,082	)
Balance at December 31, 2012	$	2,713,787
Amortization of Intangibles:
MDP Transactions—Nuveen customer relationships		(12,286	)
Winslow acquisition—
Trade name		(105	)
NYLIM customer relationship		(1,754	)
Other customer relationships		(3,481	)
FAF acquisition—
Customer relationships—institutional separately managed accounts		(689	)
Customer relationships—retail separately managed accounts		(167	)
Customer relationships—FAF research		(1,280	)
Gresham acquisition—
Customer relationships		(20,150	)
Balance at December 31, 2013	$	2,673,875

F-16

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table reflects the gross carrying amounts and the accumulated amortization amounts for the Company's intangible assets as of December 31, 2013 and 2012:

	As of December 31, 2013				As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	(in 000s)
Nuveen trade names	$	184,900		—	$	184,900		—
Nuveen investment contracts—CEF		1,277,900		—		1,277,900		—
Nuveen investment contracts—MF		768,900		—		768,900		—
Nuveen customer relationships—MA		86,000		18,429		86,000		6,143
Winslow trade name		2,100		527		2,100		422
Winslow NYLIM customer relationship		22,800		8,797		22,800		7,044
Winslow other customer relationships		38,300		17,465		38,300		13,983
FAF investment contracts—MF		78,800		—		78,800		—
FAF customer relationships—Inst SMA		6,200		2,067		6,200		1,378
FAF customer relationships—Retail SMA		2,000		500		2,000		333
FAF customer relationships—FAF research		6,400		3,840		6,400		2,560
FAF investment contracts—CEF		1,300		—		1,300		—
Gresham customer relationships		282,100		40,300		282,100		20,150
Gresham trade name		8,100		—		8,100		—
Gresham other		3,082		3,082		3,082		3,082
Total	$	2,768,882	$	95,007	$	2,768,882	$	55,095

        Of the four Nuveen intangible assets presented above resulting from the MDP Transactions, only one, Nuveen customer relationships, is amortizable, with a new estimated useful life of 7 years (refer to "2012 Intangible Impairment Analysis" section, above). The remaining Nuveen intangible assets resulting from the MDP Transactions presented above are indefinite-lived, and therefore, determined to be unamortizable.

        The estimated useful lives of the Winslow intangible assets are 20 years for the Winslow Capital trade name, 13 years for the Winslow Capital NYLIM customer relationship, and 11 years for all other Winslow Capital customer relationships.

        Of the FAF intangible assets acquired, investment contracts for mutual funds and closed-end funds are considered indefinite-lived and determined to be not amortizable. The estimated useful lives of the remaining FAF intangible assets are 9 years for the customer relationships—institutional separately managed accounts intangible asset, 12 tears for the FAF customer relationships -retail separately managed accounts intangible asset, and 5 years for the FAF customer relationships—FAF research intangible asset.

F-17

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        For the Gresham acquisition, of the intangible assets acquired, the Gresham trade name is considered indefinite-lived and was determined to be not amortizable. The Gresham customer relationships intangible asset is being amortized over its estimated useful life of 14 years. The other Gresham intangible asset was amortized over one year.

        For the years ended December 31, 2013, 2012 and 2011, the Company recorded $39.9 million, $69.3 million and $72.3 million of amortization expense, respectively, for all intangible assets.

        The estimated aggregate amortization expense for each of the next five years for all intangible assets is approximately $39.9 million in each year from 2014 to 2015 and $38.6 million in each year from 2016 to 2018.

        At December 31, 2013 and 2012, the Company's accumulated intangible asset impairment losses totaled approximately $1.5 billion, respectively.

Other Receivables and Other Liabilities

        Included in other receivables and other liabilities (short-term and long-term) are receivables from and payables to broker-dealers and customers, primarily in conjunction with unsettled trades. Also included in other receivables are various deposits. Other liabilities include amounts accrued for the Company's pension and post-retirement plans (refer to Note 9, "Retirement Plans" for additional information.)

        Significant components included in "Other Receivables" and "Other Liabilities" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are:

	2013		2012
	(in 000s)
Other Receivables:
Receivables due from broker-dealers	$	250	$	304
Deposits		11,874		7,861
Receivables due from Nuveen sponsored funds		2,497		1,982
Other Liabilities:
Pension and post-retirement plan liabilities		21,182		37,358
Deferred rent		9,675		6,744
Winslow contingent consideration		15,065		—

F-18

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Assets

        Significant components included in "Other Assets" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are:

	2013		2012
	(in 000s)
Prepaid retention		2,946		13,842
Commissions advanced for sales of mutual funds shares*		2,754		6,164
Other prepaid expenses		10,025		8,301

*

Advanced sales commission costs are being amortized over the lesser of the Securities and Exchange Commission Rule 12b-1 revenue stream period (one to eight years) or the period during which the shares of the fund upon which the commissions were paid remain outstanding.

Contingent Consideration

        Contingent consideration represents potential additional payments associated with an acquisition, based on the outcome of future events. In accordance with FASB ASC 850, "Business Combinations," the Company recognizes the fair value of any contingent consideration at the date of acquisition. Contingent consideration will be classified as a liability when the Company is obligated to pay cash or transfer other assets to the seller. Contingent consideration will be classified as equity when the Company is obligated to issue shares or the seller has the option to elect settlement in equity shares. Contingent consideration classified as a liability is remeasured to fair value at each balance sheet date until the contingency is resolved, with changes recognized in earnings. The changes in fair value include both the time value of money, which will accrete with the passage of time, and revisions to estimates of the amount and/or timing of the contingent consideration payment. Refer to Note 2, "Gresham Acquisition," for information regarding the $37.2 million and $124.4 million recorded on the Company's consolidated balance sheets at December 31, 2013 and 2012, respectively.

Noncontrolling Interests

        In accordance with FASB ASC 810-10, the Company reports noncontrolling interests separate from the Company's equity on the accompanying consolidated balance sheets.

Redeemable Noncontrolling Interests—Gresham

        In connection with the Gresham acquisition (which closed on December 31, 2011), the Company recorded redeemable noncontrolling interests and other (non-redeemable) noncontrolling interests, collectively, for the 40% equity interests not purchased by Nuveen. The portion of the 40% equity interests reflected as "Redeemable Noncontrolling Interests" on the accompanying consolidated balance sheets represents interests where the holder has the option to require the Company to purchase its interests at the later of the holder's death, permanent incapacity, or the fifth anniversary of the

F-19

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Gresham acquisition date. The other (non-redeemable) noncontrolling interests represent the remainder of the 40% equity interests not purchased by Nuveen and are included in "Noncontrolling Interests" on the accompanying consolidated balance sheets. (Refer to "Other Noncontrolling Interests," section below, for additional information about the Gresham (non-redeemable) noncontrolling interests).

        Under purchase accounting required by Codification, the Company is required to initially record the amount of redeemable noncontrolling interests at fair value. Subsequent to recording the fair value of the redeemable noncontrolling interests on the acquisition date, the Company adjusts the redeemable noncontrolling interests to the greater of the current redemption value or the FASB ASC 810-10 basis of the interest.

        The Company originally recorded the redeemable noncontrolling interests associated with the Gresham acquisition at $193.3 million, the fair value of the redeemable noncontrolling interests on the date of the Gresham acquisition. Management of the Company engaged outside valuation consultants to assist in the initial determination of the fair value for these redeemable noncontrolling interests at December 31, 2011.

        In subsequent periods, on an annual basis, the Company determines the redeemable value of the Gresham redeemable noncontrolling interests. The redemption value of the Gresham redeemable noncontrolling interests will be calculated based on multiples (not market multiples) and run rates, as defined in the Gresham purchase agreement. As long as the redeemable value is at or below the fair value recorded at the time of the acquisition, no adjustment to the Gresham redeemable noncontrolling interests will be recorded. However, if the redeemable value exceeds the fair value recorded at the time of the Gresham acquisition, the change in redemption value for the Gresham redeemable noncontrolling interests will be recorded and will impact shareholder's equity of Nuveen. During 2012 and 2013, there were no adjustments made that were related to increases in the redeemable value of Gresham redeemable noncontrolling interests. At December 31, 2013 and 2012, the Company had $194.1 million and $201.8 million, respectively, recorded on its consolidated balance sheets for Gresham redeemable noncontrolling interests.

Redeemable Noncontrolling Interests—Affiliate Equity Plans

        As further discussed in Note 4, "Equity-Based Compensation," the Company implemented affiliate equity programs during 2011 and 2012. The holders of certain of these equity interests have the option to require the Company to purchase their interests at the later of the holder's death or permanent incapacity. At December 31, 2013 and 2012, the amount included in the Company's consolidated balance sheet for these redeemable noncontrolling interests is $82.6 million and $40.7 million, respectively.

Other Noncontrolling Interests

        In addition to "Redeemable Noncontrolling Interests" reflected as a separate line item on the Company's consolidated balance sheets, the Company also has "Noncontrolling Interests" reflected on

F-20

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

its December 31, 2013 and 2012 consolidated balance sheets. "Noncontrolling Interests" at December 31, 2013 and 2012 are comprised of the following three components: noncontrolling interests associated with the Gresham acquisition, noncontrolling interests for Gresham consolidated funds, and noncontrolling interests for certain affiliate equity programs.

        As discussed in the "Redeemable Noncontrolling Interests—Gresham," section above, the Company recorded "Noncontrolling interests" for the Gresham acquisition, representing the remainder of the equity interests not purchased by Nuveen which were not classified as "redeemable noncontrolling interests." At December 31, 2013 and 2012, the noncontrolling interests related to the Gresham acquisitions are $41.8 million and $44.2 million, respectively, representing the 10.2% and 8.7% ownership by others. These amounts are included in "Noncontrolling Interests" on the Company's December 31, 2013 and 2012 consolidated balance sheets.

        Also included in "Noncontrolling Interests" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are certain Gresham funds which the Company is required to consolidate into its financial statements. At December 31, 2013 and 2012, the amounts included in "Noncontrolling Interests" on the Company's consolidated balance sheets for these Gresham funds are $15.4 million and $8.5 million, respectively.

        Finally, included in "Noncontrolling Interests" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are amounts for affiliate equity programs (discussed further in Note 4, "Equity-Based Compensation") that do not give the holder the option to require the Company to purchase their interests at the later of the holder's death or permanent incapacity. At December 31, 2013 and 2012, the amounts included in "Noncontrolling Interests" on the Company's consolidated balance sheets for such affiliate equity programs are $11.6 million and $9.2 million, respectively.

Accounting for Changes in Noncontrolling Interests

        Under FASB ASC 810-10-65, changes in a parent company's ownership interest in a subsidiary while the parent retains its controlling financial interest in that subsidiary are accounted for as equity transactions. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interests are adjusted shall be recognized in equity attributable to the parent.

        Noncontrolling interests will change from period to period due to the allocation of the noncontrolling interests' pro-rata share of income/(loss). Reductions in noncontrolling interests will also occur for any distributions made to the noncontrolling interests.

        Under FASB ASC 810-10-65, any repurchases of noncontrolling interests are reflected in the "Cash Flows from Financing Activities" section of the Company's consolidated statements of cash flows.

Appropriated Retained Earnings of Consolidated Variable Interest Entities

        In connection with the Company's implementation of FASB ASC 810 for Variable Interest Entities as of January 1, 2010 (refer to Note 3, "Consolidated Variable Interest Entities" for additional

F-21

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

information), the Company began to present "Appropriated Retained Earnings of Consolidated Variable Interest Entities," on its consolidated balance sheet, which represents the equity of the consolidated variable interest entities.

Accumulated Other Comprehensive Income/(Loss)

        Accumulated other comprehensive income/(loss) ("AOCI"), a separate component of equity, on the Company's consolidated balance sheets consists of: (1) changes in unrealized gains and losses on certain investment securities classified as available-for-sale (recorded net of tax); (2) reclassification adjustments for realized gains/(losses) on those investment securities classified as available-for-sale; (3) activity related to the funded status of the Company's qualified pension and post-retirement plans (recorded net of tax) (refer to Note 9, "Retirement Plans," for additional information); (4) unrealized gains/(losses) on the Company's cash flow hedges (refer to Note 7, "Derivative Financial Instruments" for additional information); and (5) foreign currency translation adjustments.

        The following table presents accumulated other comprehensive income/(loss) at December 31, 2013 and 2012, as presented on the Company's consolidated balance sheets:

	12/31/13			12/31/12
	(in 000s)
Unrealized gains on available-for-sale securities, net of tax	$	10,113		$	6,314
Funded status of retirement plans, net of tax		(12,434	)		(19,409	)
Foreign currency translation adjustment		8			(101	)
Fair value of derivatives, net of tax		21,305			—
Accumulated Other Comprehensive Income/(Loss)	$	18,992		$	(13,196	)

F-22

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table presents a reconciliation of the activity by component of the AOCI amounts included on the Company's consolidated balance sheets at December 31, 2013 and 2012 (in 000s):

	Gains/(Losses) on Available for Sale Securities			Funded Status Retirement Plans			Cash Flow Hedges		Translation Gains/(Losses)			Total AOCI
Balance at December 31, 2011	$	1,153		$	(16,842	)	$	—	$	(57	)	$	(15,746	)
Other comprehensive income/(loss) before reclassification adjustments		5,617			(4,850	)		—		(22	)		745
Amounts reclassified from AOCI to the statement of operations		(456	)		2,283			—		(22	)		1,805
Net other comprehensive income/(loss)		5,161			(2,567	)		—		(44	)		2,550
Balance at December 31, 2012	$	6,314		$	(19,409	)	$	—	$	(101	)	$	(13,196	)
Other comprehensive income/(loss) before reclassification adjustments		7,574			4,398			21,305		(140	)		33,137
Amounts reclassified from AOCI to the statement of operations		(3,775	)		2,577			—		249			(949	)
Net other comprehensive income		3,799			6,975			21,305		109			32,188
Balance at December 31, 2013	$	10,113		$	(12,434	)	$	21,305	$	8		$	18,992

        Of the Company's four AOCI components described, above, the unrealized gains/(losses) related to the Company's cash flow hedges does not include any amounts reclassified to the Company's statement of operations. As further described in Note 7, "Derivative Financial Instruments," in May of 2013, the Company entered into four forward-starting interest rate swap transactions, which were designated as cash flow hedges of interest rate risk. At December 31, 2013, the Company had $33.8 million recorded as the fair value of open derivatives in the assets section of its consolidated balance sheet. The effective portion of the changes in the fair value of these derivatives is recorded net of tax in AOCI. Such amounts recorded in AOCI will be reclassified into earnings during the period in which the hedged transactions affect earnings. The ineffective portion of the change in the fair value of these derivatives will be recognized directly into earnings. Amounts reported in AOCI related to these derivatives will be reclassified to interest expense as settlement payments on these forward-starting interest rate swap transactions are made. As these forward-starting interest rate swap transactions become effective on December 31, 2014, changes to AOCI related to these four interest rate swap transactions do not include any amounts reclassified to earnings for the year ended December 31, 2013.

F-23

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table provides information on items not reclassified in their entirety from AOCI to net income in the Company's consolidated statements of operations (in 000s):

AOCI Components	For the Year Ended December 31, 2013			Affected Line Item(s) in the Consolidated Statements of Operations
Investments
Fair value gains/(losses) on Investments	$	3,775		Other Income/(Expense)
Retirement Plans
Funded status of retirement plans		(2,577	)	Operating Expense
Foreign Currency Impact
Foreign currency translation gains		(249	)	Other Income/(Expense)
AOCI Components	For the Year Ended December 31, 2012			Affected Line Item(s) in the Consolidated Statements of Operations
Investments
Fair value gains/(losses) on Investments	$	456		Other Income/(Expense)
Retirement Plans
Funded status of retirement plans		(2,283	)	Operating Expense
Foreign Currency Impact
Foreign currency translation gains		22		Other Income/(Expense)

Advertising and Promotional Costs

        Advertising and promotional costs include amounts related to the marketing and distribution of specific products offered by the Company, as well as expenses associated with promoting the Company's brands and image. The Company's policy is to expense such costs as incurred.

Other Income/(Expense) (excluding VIEs)

        Other income/(expense) includes realized and unrealized gains and losses on investments and miscellaneous income/(expense), including gain or loss on the disposal of property.

F-24

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following is a summary of other income/(expense) for the years ended December 31, 2013, 2012 and 2011:

For the year ended	12/31/13			12/31/12			12/31/11
	(in 000s)
Gains/(losses) on investments	$	7,605		$	22,583		$	35,620
Transaction costs		(261	)		890			(8,535	)
Loss on debt transactions		(103,726	)		(143,274	)		—
Miscellaneous income/(expense)		(409	)		(250	)		2,890
Total	$	(96,791	)	$	(120,051	)	$	29,975

        Total other expense for the year ended December 31, 2013 is approximately $96.8 million. Included in gains/(losses) on investments are $3.3 million of realized gains on the sale of investments. Transaction costs represents expenses associated with acquisition activities. Included in the loss on debt transactions are call premiums of $35.6 million that were paid in connection with the refinancing of loans under the senior secured credit facility and $68.0 million of expense for the acceleration of the remaining unamortized discount and debt issuance costs related to such loans.

        Total other expense for the year ended December 31, 2012 is approximately $120.1 million. Included in gains/(losses) on investments are $17.4 million of unrealized gains on derivative transactions. Transaction costs represents expenses associated with acquisition activities. Included in the $143.3 million loss on debt transactions are: a $30.0 million call premium, $52.5 million of accelerated expense related to the then-remaining unamortized costs associated with the February 29, 2012 debt transactions, as well as $39.1 million in tender premium, $3.7 million in call premium, consent fees and amendment fees, and $17.6 million of accelerated expense relating to the then-remaining unamortized costs associated with the September 19, 2012 debt transactions (refer to Note 6, "Debt," for additional information).

        Total other income for the year ended December 31, 2011 is approximately $30.0 million. Included in gains/(losses) on investments are $22.0 million of unrealized gains on derivative transactions. Transaction costs represents expenses associated with acquisition activities.

Net Interest Expense (excluding VIEs)

        The following is a summary of Net Interest Expense for the years ended December 31, 2013, 2012 and 2011:

For the year ended	12/31/13			12/31/12			12/31/11
	(in 000s)
Dividends and interest income	$	5,885		$	5,290		$	3,685
Interest expense		(289,644	)		(345,560	)		(324,101	)
Total	$	(283,759	)	$	(340,270	)	$	(320,416	)

F-25

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Taxes

        The Company and its subsidiaries file a consolidated federal income tax return. The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using currently enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

        Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. At December 31, 2013 and 2012, the Company had $18.8 million and $74.1 million, respectively, in valuation allowances, related to net operating loss carryforwards due to the uncertainty that the deferred tax assets will be realized. At December 31, 2013 and 2012, total gross deferred tax assets (after tax valuation allowances) were $342.8 million and $223.8 million, respectively. In assessing the likelihood of realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. At December 31, 2013, management of the Company has identified tax-planning strategies which, if implemented, would allow the Company to recognize significant taxable income prior to the expiration of the Company's net operating losses. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income and the reversal of future temporary timing differences during the carryforward period are reduced.

        Consolidated CLOs and CDO (refer to Note 3, "Consolidated Variable Interest Entities") are treated as pass-through entities for tax purposes. Therefore, income/(loss) attributable to consolidated CLOs/ the CDO (included in both "Net income/(loss) attributable to non-controlling interests" as well as "Net income/(loss) attributable to Nuveen Investments" on the accompanying consolidated statements of operations) are not adjusted for income taxes.

Supplemental Cash Flow Information

        Excluding consolidated VIEs, for the years ended December 31, 2013, 2012, and 2011, the Company paid $289.4 million, $305.1 million, and $302.0 million in interest, respectively. This compares with interest expense reported on the Company's consolidated statements of operations of $289.6 million, $345.6 million, and $324.1 million, respectively.

        For the year ended December 31, 2013, the Company paid approximately $0.1 million for state and federal income taxes. For the year ended December 31, 2012, the Company received a net refund of $0.1 million for state and federal income taxes. For the year ended December 31, 2011 the Company paid approximately $0.5 million for state and federal income taxes. State and federal income taxes paid include required payments on estimated taxable income and final payments of prior year taxes required to be paid upon filing the final federal and state tax returns.

F-26

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        For the years ended December 31, 2013, 2012, and 2011, the vested value of securities distributed to participants in the mutual fund incentive program was $11.8 million, $33.8 million, and $32.0 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information).

2. GRESHAM ACQUISITION

        On December 31, 2011, the Company completed the acquisition of 60% of the equity interests of Gresham Investment Management, LLC and Gresham Asset Management, LLC (collectively, "Gresham"). Gresham specializes in the management of diversified commodity investment portfolios using commodity futures.

        The Company has the right to purchase an additional 5%, 5%, and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing of the Gresham acquisition, respectively. The purchase price for such additional equity interests will be determined by reference to Gresham's earnings before interest, taxes, depreciation and amortization ("EBITDA").

Purchase Price

        The purchase price for the Gresham acquisition was $386.6 million, comprised of $285.1 million paid at closing, $3.3 million of post-closing adjustments, $3.1 million in other liabilities assumed, and $95.1 million of contingent consideration. This purchase price does not include any acquisition costs. In accordance with U.S. GAAP, all acquisition costs have been expensed.

        The purchase price for Gresham was largely funded with the $280.0 million Incremental Term Loans obtained by the Company during December 2011 (refer to Note 6, "Debt," for additional information). As of December 31, 2012, the purchase accounting for the Gresham acquisition has been finalized.

Noncontrolling Interests

        As further described in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies—Noncontrolling Interests," the Company has recorded both "redeemable noncontrolling interests" and other (non-redeemable) "noncontrolling interests" associated with the Gresham acquisition. Refer to Note 1 for additional information regarding the accounting for the various Gresham noncontrolling interests.

Consolidation

        As the Company is deemed to have control of Gresham, the Company consolidates Gresham into its financial results.

F-27

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

2. GRESHAM ACQUISITION (Continued)

Gresham Consolidated Funds

        As a result of the Gresham acquisition, the Company is required to consolidate certain funds into its consolidated financial statements. Refer to Note 3, "Consolidated Variable Interest Entities" for additional information.

Contingent Consideration

        The Company may become periodically obligated to pay the sellers additional consideration contingent upon the growth in Gresham's EBITDA during the five years following the closing of the Gresham transaction. There are no maximums as it relates to the potential additional contingent consideration. U.S. GAAP requires that the Company recognize the acquisition date fair value of the contingent consideration as part of the consideration transferred in exchange for the acquiree (Gresham). Since the Gresham contingent consideration will be settled in cash, it is classified as a liability on the Company's consolidated balance sheets at December 31, 2013 and 2012.

        A Monte Carlo simulation model is used to determine the fair value of the Gresham contingent consideration. Significant forecast assumptions used in the modeling include projections of management fee EBITDA and performance fee EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: assets under management flows, market appreciation, and profitability. Other significant assumptions used in the modeling include the discount rate and volatility.

        During the years ended December 31, 2012 and 2013, the Company estimated the fair value of the Gresham contingent consideration at each reporting date. For the year ended December 31, 2012, the Company recorded $29.3 million in expense to reflect the increase in fair value of the Gresham contingent consideration. For the year ended December 31, 2013, the Company recorded $87.2 million of income, reflecting a decline in the fair value of the Gresham contingent consideration. The Company will continue to estimate the fair value of the Gresham contingent consideration at each reporting date until the contingency is resolved. Increases in fair value will continue to be recorded as other operating expense on the Company's consolidated statement of operations, and any decreases in the fair value of the Gresham contingent consideration will be recorded as other operating income on the Company's consolidated statement of operations.

        At December 31, 2013 and 2012, the Company has $37.2 million and $124.4 million, respectively, recorded as "Contingent consideration—Gresham acquisition" under Long-Term Obligations on its consolidated balance sheets.

3. CONSOLIDATED VARIABLE INTEREST ENTITIES

Consolidated CLOs/CDO

        Symphony, one of the Company's subsidiaries, acts as collateral manager for several collateralized loan obligations ("CLOs") and one collateralized debt obligation ("CDO"). Symphony has the most power to direct the activities of these CLOs and the CDO, activities that most significantly impact the CLOs' and CDO's economic performance.

F-28

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

        Under the accounting standards for the consolidation of VIEs, the Company is considered to be the primary beneficiary of the CLOs/the CDO where Symphony is the collateral manager. As such, the Company is required to consolidate these CLOs and the one CDO into its financial results.

        The CLOs and CDO are Special Purpose Vehicles ("SPV") collateralized by a pool of assets, primarily syndicated loans and may have limited exposure in high-yield bonds. Multiple tranches of securities are issued by a CLO and/or a CDO, offering investors various credit risk characteristics. The notes issued by the CLOs and CDO are non-recourse to the Company. The CLO and CDO note holders have recourse only to the assets of the CLO and CDO. The assets that collateralize these notes are held in SPVs and cannot be used by the Company. Scheduled and unscheduled (for subordinated notes) interest payments are based on the performance of the CLO's and CDO's collateral pool. The Company generally earns management fees from the CLOs and the CDO based on the underlying assets and, in certain instances, may also receive performance-based fees. In the normal course of business, the Company has invested in certain CLOs and the CDO, generally taking an insignificant portion of the unrated, subordinated debt.

        During 2013, the Company began consolidating one newly formed CLO: Symphony CLO XI Limited Partnership ("CLO XI"). The results of this newly formed CLO have been included in the Company's consolidated balance sheet at December 31, 2013 and the Company's consolidated statement of operations for the year ended December 31, 2013. At December 31, 2013, total assets and total liabilities of CLO XI were $0.9 billion and $0.9 billion, respectively.

        During 2013, an optional redemption occurred on Symphony CLO VI, Ltd.

        During 2012, the Company began consolidating three newly formed CLOs: Symphony CLO VIII, Limited Partnership ("CLO VIII"), Symphony CLO IX, Limited Partnership ("CLO IX"), and Symphony CLO X, Ltd. ("CLO X"). At December 31, 2012, total assets and total liabilities of the newly created CLOs were $1.6 billion and $1.6 billion, respectively.

        The following tables reflect the impact of consolidated CLOs/CDO and the Gresham consolidated funds on the Company's consolidated balance sheets as of December 31, 2013 and 2012, as well as on

F-29

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

the Company's consolidated statements of operations for the years ended December 31, 2013 and 2012 (in 000s):

At December 31, 2013 and For the Year Ended December 31, 2013:

	Before Consolidated VIEs and Funds			Consolidated VIEs and Funds		Eliminations			Total
At December 31, 2013:
Total assets	$	6,313,482			6,592,433		(15,292	)	$	12,890,623
Total liabilities		5,530,899			6,462,773		(15,274	)		11,978,398
Redeemable noncontrolling interests		276,753			—		—			276,753
Total Nuveen Investments shareholders' equity		452,405			114,278		—			566,683
Noncontrolling interests		53,425			15,382		(18	)		68,789
Total equity		505,830			129,660		(18	)		635,472
For the year ended December 31, 2013:
Total operating revenues	$	1,076,345			—		—		$	1,076,345
Total operating (expenses)		(762,498	)		—		—			(762,498	)
Operating other: contingent consideration		87,200			—		—			87,200
Other income/(expense)		(96,791	)		—		—			(96,791	)
Net interest (expense)		(283,759	)		—		—			(283,759	)
Consolidated VIEs and funds, net		—			11,862					11,862
Income/(loss) before taxes		20,497			11,862		—			32,359
Income tax expense/(benefit)		(42,385	)		—		—			(42,385	)
Net income/(loss)		62,882			11,862		—			74,744
Net income/(loss) attributable to noncontrolling interests		22,379			7,137		—			29,516
Net income/(loss) attributable to Nuveen Investments	$	40,503			4,725		—		$	45,228

F-30

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

At December 31, 2012 and For the Year Ended December 31, 2012:

	Before Consolidated VIEs and Funds			Consolidated VIEs and Funds			Eliminations			Total
At December 31, 2012:
Total assets	$	6,278,918			5,481,816			(15,692	)	$	11,745,042
Total liabilities		5,586,930			5,373,996			(15,673	)		10,945,253
Redeemable noncontrolling interests		242,551			—			—			242,551
Total Nuveen Investments shareholders' equity		396,107			99,255			—			495,362
Noncontrolling interests		53,330			8,565			(19	)		61,876
Total equity		449,437			107,820			(19	)		557,238
For the year ended December 31, 2012:
Total operating revenues	$	1,103,973			—			—		$	1,103,973
Total operating (expenses)		(1,419,347	)		—			—			(1,419,347	)
Operating other: contingent consideration		(29,300	)								(29,300	)
Other income/(expense)		(120,051	)		—			—			(120,051	)
Net interest (expense)		(340,270	)		—			—			(340,270	)
Consolidated VIEs and funds, net		—			(72,921	)		—			(72,921	)
Income/(loss) before taxes		(804,995	)		(72,921	)		—			(877,916	)
Income tax expense/(benefit)		(240,730	)		—			—			(240,730	)
Net income/(loss)		(564,265	)		(72,921	)		—			(637,186	)
Net income/(loss) attributable to noncontrolling interests		29,898			(96,086	)		—			(66,188	)
Net income/(loss) attributable to Nuveen Investments	$	(594,163	)		23,165			—		$	(570,998	)

        The Company has elected the fair value option with the consolidation standards issued in June 2009 for the financial assets and liabilities of the CLOs and the CDO consolidated on January 1, 2010, as well as any new CLO/CDO VIE entities that need to be consolidated after January 1, 2010.

        Management believes that the use of the fair value option eliminates certain timing differences and better matches the changes in fair value of assets and liabilities related to the CLOs and the CDO. The fair value option had not been elected for the historically consolidated Symphony CLO V, and therefore the debt of this entity remains at original basis (par). Consequently, while all other consolidated CLOs/CDO are presented in "net income/(loss) attributable to noncontrolling interests—consolidated VIEs and funds" on the Company's consolidated statements of operations, net income/(loss) for Symphony CLO V is included in "net income/(loss) attributable to Nuveen Investments."

F-31

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

        The following table presents information about the fair value of investments and debt held by the consolidated CLOs/CDO that have consolidated under the fair value option at December 31, 2013 and 2012 (in 000s):

	December 31, 2013
	Level 1		Level 2		Level 3		Total
Assets
Investments (all consolidated VIEs)
Corporate debt securities	$	—	$	427,197	$	—	$	427,197
Common stocks		3,149		14,319		1,968		19,436
Other structured investments		—		—		3,500		3,500
Syndicated loans		—		5,430,465		—		5,430,465
Total investments	$	3,149	$	5,871,981	$	5,468	$	5,880,598
Liabilities
Debt (all consolidated VIEs except CLO V)	$	—	$	—	$	5,578,053	$	5,578,053

	December 31, 2012
	Level 1		Level 2		Level 3		Total
Assets
Investments (all consolidated VIEs)
Corporate debt securities	$	—	$	206,186	$	—	$	206,186
Common stocks		—		14,755		807		15,562
Other structured investments		—		—		11,258		11,258
Syndicated loans		—		4,545,439		—		4,545,439
Total investments	$	—	$	4,766,380	$	12,065	$	4,778,445
Liabilities
Debt (all consolidated VIEs except CLO V)	$	—	$	—	$	4,494,578	$	4,494,578

F-32

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

        The following table provides a summary of changes in Level 3 assets and liabilities measured at fair value as of December 31, 2013 and 2012:

	Symphony Consolidated VIE Assets									Symphony Consolidated VIE Liabilities
	Common Stock			Other Structured Investments			Syndicated Loans			Debt
Beginning balance (as of January 1, 2013)	$	807		$	11,258		$	—		$	(4,494,578	)
Total gains/(losses) included in net income		(1,308	)		1,564			(63	)		(8,304	)
Purchases		—			—			1,175			—
Sales		—			(9,322	)		—			—
Issuances		—			—			—			(1,655,566	)
Settlements/distributions		380			—			—			580,395
Transfers into Level 3		2,089			—			(1,112	)		—
Ending Balance (as of December 31, 2013)	$	1,968		$	3,500		$	—		$	(5,578,053	)

	Symphony Consolidated VIE Assets						Symphony Consolidated VIE Liabilities
	Common Stock			Other Structured Investments			Debt
Beginning balance (as of January 1, 2012)	$	4,161		$	11,830		$	(2,914,952	)
Total gains/(losses) included in net income		1,403			(572	)		(276,954	)
Purchases		—			—			—
Sales		—			—			5,501
Issuances		—			—			(1,392,994	)
Settlements/distributions		(4,757	)		—			84,821
Transfers out of Level 3		—			—			—
Ending Balance (as of December 31, 2012)	$	807		$	11,258		$	(4,494,578	)

F-33

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

        The following table shows the valuation techniques and significant unobservable inputs utilized in the fair value measurement of Level 3 liabilities at December 31, 2013:

	Fair Value at December 31, 2013		Valuation Technique	Unobservable Inputs(1)	Range
	(in 000s)
Liabilities of consolidated CLOs/CDO:
Debt (all consolidated VIEs except CLO V)	$	5,578,053	Income approach	Discount rate	100 - 700 bps
				Default rate	2% - 3%
				Prepayment rate	10% - 20%
				Recovery rate	60% - 70%

(1)

Discount rate refers to spread over LIBOR. Lower spreads relate to the more senior tranches in the note structure, higher spreads relate to the subordinate tranches. The Par-weighted average spread for the liabilities of consolidated CLOs/CDO was 241 bps. The default rate refers to the constant annual default rate. Prepayment rate is the rate at which the underlying collateral is expected to repay principal. Recovery rate is the expected recovery of defaulted amounts received through asset sale or recovery through bankruptcy, restructuring or other settlement processes.

Valuation Process

        For the consolidated CLOs/CDO, the carrying value of receivables, other assets and other liabilities approximates fair value, as the nature of these assets and liabilities have historically been short term and the receivables have been collectible. The fair value of these assets and liabilities is classified as Level 1. The fair value of syndicated loans is obtained from nationally recognized pricing services and is classified as Level 2. The fair value of the CLOs' and the CDO's debt is valued using a methodology which considers expected cash flows including assumptions about default rates, interest rates, prepayments, and recovery rates of the CLOs' and the CDO's underlying assets. An independent valuation firm assisted the Company in determining fair values of debt. The model used by the third party provider considered the assumptions participants in a hypothetical market would make to reflect an exit price. Given the significance of the unobservable inputs into this fair value measurement, the CLO and CDO debt is classified as Level 3.

Sensitivity to Changes in Significant Unobservable Inputs

        For the debt issued by the consolidated CLOs and CDO, a change in assumptions used for the probability of default is generally accompanied by a directionally similar change in the assumption used for discount rates. Significant increases in either one of these inputs would result in a significantly lower measurement of fair value.

F-34

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

        The following table presents the fair value and unpaid principal balance of assets and liabilities carried at fair value under the fair value option as of December 31, 2013 and December 31, 2012 (in millions):

	December 31, 2013			December 31, 2012
Investments in syndicated loans, corporate debt and structured investments
Unpaid principal balance	$	5,860		$	4,793
Excess estimated unpaid principal over fair value		(1	)		30
Fair value	$	5,861		$	4,763
Fair value of assets with accruals more than 90 days past due or with non-accrual status		13			10
Difference between fair value and unpaid principal of assets in the above category		11			18
Debt (excludes Symphony CLO V debt, which is not carried at fair value & other Nuveen owned debt)
Unpaid principal balance	$	5,727		$	4,621
Excess estimated unpaid principal over fair value		149			126
Fair value	$	5,578		$	4,495

        At December 31, 2013 and 2012, only one CLO/CDO had open derivatives, which were credit default swaps with notional values of $20.0 million and $32.0 million, respectively. The credit default swaps were purchased by the CLO/CDO for protection against potential losses from an issuer of debt. At December 31, 2013 and 2012, the fair values of $0.3 million and $2.9 million for these open derivatives are included in "Other assets—consolidated variable interest entities." For the year ended December 31, 2013, the Company recorded $3.2 million of realized losses on these derivatives, and $0.4 million of unrealized gains on these derivatives. For the year ended December 31, 2012, the Company recorded $5.7 million of realized losses and $1.7 million of unrealized gains on these derivatives. For the year ended December 31, 2011, the Company recorded $0.6 million of realized gains and $0.2 million of unrealized losses on these derivatives. The realized and unrealized gains/(losses) are reported in "Consolidated VIEs and funds, net" on the Company's consolidated statements of operations. These derivatives are considered to be Level 2 on the fair value hierarchy.

        Interest income from loans, bonds and structured investments is recorded in "Consolidated VIEs and funds, net", as well as gains and losses related to changes in the fair value of investments, gains and losses on sales of investments, and other investment income/(expense). Interest expense on debt, and gains and losses related to changes in the fair value of debt is also recorded in "Consolidated VIEs and funds, net."

        For the years ended December 31, 2013, 2012 and 2011 the Company recorded $20.6 million, $139.7 million, and $125.1 million in unrealized gains and $40.2 million, $28.7 million, and $29.5 million in realized gains for fair value changes in the financial assets of the consolidated CLOs/CDO for which the fair value option was elected. Also for the years ended December 31, 2013, 2012 and 2011, the

F-35

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

Company recorded $7.4 million, $277.0 million, and $23.5 million in unrealized losses due to the increase in the fair value of the debt of the consolidated CLOs/CDO.

        Debt and the weighted average stated interest rates for the consolidated CLOs/CDO at December 31, 2013 and 2012 were as follows (in millions):

	December 31, 2013					December 31, 2012
	Carrying Value		Weighted Average Stated Interest Rate			Carrying Value		Weighted Average Stated Interest Rate
Debt of consolidated CLOs and CDOs due 2012— 2024 (exclusive of revolver)	$	5,483		1.83	%	$	4,376		1.77	%
Floating rate revolving credit borrowings due 2015		359		0.63	%		351		0.73	%
Floating rate revolving credit borrowings due 2019		101		0.52	%		132		0.59	%
Floating rate revolving credit borrowings due 2020		39		0.53	%		39		0.60	%
Total	$	5,982				$	4,898

        The debt of the consolidated CLOs/CDO has floating interest rates. The stated interest rates are a weighted average rate based on the principal and the stated interest rates according to the terms of each CLO and/or CDO structure, which range from 0.48% to 7.24%. These rates exclude the subordinated debt, which do not have stated interest rates. The carrying value of the consolidated CLO/CDO debt represents the fair value of the aggregate debt as of December 31, 2013 and 2012, except for CLO V, which carries its debt at original basis. The fair value of the consolidated CLOs/CDO whose debt is fair valued was $5.6 billion as of December 31, 2013, and $4.5 billion December 31, 2012. Symphony CLO V's debt is not fair valued and is carried on the Company's consolidated balance sheets at $0.4 billion at December 31, 2013 and 2012, respectively. The estimated fair value of Symphony CLO V's debt is $0.4 billion at December 31, 2013 and 2012, respectively.

        For the years ended December 31, 2013 and 2012, total interest paid on the debt of the consolidated CLOs/CDO was $223.5 million and $164.8 million, respectively.

        As of December 31, 2013, future maturities (the par value) of the debt for all consolidated CLOs/CDO were:

	(in millions)
2014	$	—
2015		630
2016		—
2017		—
2018		—
Thereafter		5,525
Total future maturities	$	6,155

F-36

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

Gresham Consolidated Funds

        Gresham, one of the Company's subsidiaries, manages certain funds that qualify as variable interest entities ("VIEs") and which the Company is required to consolidate. The funds were organized for the purpose of trading and investing in securities and derivative contracts, and are included on the Company's consolidated balance sheets at December 31, 2013 and 2012. The financial results of these consolidated Gresham funds are also included in the Company's consolidated statement of operations for the years ended December 31, 2013 and December 31, 2012. As the Gresham acquisition closed on December 31, 2011, the financial results of these funds are not included in the Company's consolidated statement of operations for the year ended December 31, 2011.

        At December 31, 2013 and 2012, total assets of the Gresham consolidated funds were $15.5 million and $8.8 million, respectively. These assets were primarily comprised of $13.3 million of U.S. Treasury bills, $2.1 million of receivables due from brokers at December 31, 2013 and $7.4 million of U.S. Treasury bills, $1.2 million of receivables due from brokers, and $0.1 million of derivative future contracts at December 31, 2012. The U.S. Treasury bills and derivative futures contracts are determined to be Level 1 on the fair value hierarchy.

        At December 31, 2013 and 2012, total liabilities of the Gresham consolidated funds were $150 thousand and $0.2 million, respectively. These liabilities were comprised primarily of $89 thousand of derivative futures contracts and $61 thousand accrued expenses at December 31, 2013, and $0.2 million of derivative futures contracts at December 31, 2012. These accrued expenses and futures contracts are considered to be Level 1 on the fair value hierarchy.

        Noncontrolling interests were $15.4 million and $8.5 million at December 31, 2013 and 2012, respectively. Certain other funds managed by Gresham also qualify as VIEs, but because Gresham is not deemed the primary beneficiary thereof, the Company is not required to consolidate these funds into its financial statements. Total assets for the Gresham funds which the Company is not required to consolidate are $6.9 billion and $8.1 billion at December 31, 2013 and December 31, 2012. Gresham's interest in these funds is approximately $0.2 million at December 31, 2013 and $0.3 million at December 31, 2012, which represents their maximum exposure to loss.

4. EQUITY-BASED COMPENSATION

        The Company has various equity-based compensation programs, which may be categorized as one of two types: Corporate Programs and Affiliate Equity Programs.

Corporate Programs

2007 Programs

        In connection with the MDP Transactions, the Company entered into equity arrangements with certain employees, including members of senior management of the Company ("Employee Participants"). The equity consisted of two classes of ownership interests in Windy City Investments Holdings, L.L.C. ("Holdings"), the Company's ultimate parent company: Class A Units and Class B Units. Holdings acquired all of the outstanding capital of the Company in connection with the MDP

F-37

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

4. EQUITY-BASED COMPENSATION (Continued)

Transactions. The rights and obligations of Holdings and the holders of its Units are generally set forth in Holdings' limited liability company agreement, Holdings' unitholders' agreement, and the individual purchase agreements entered into with the respective unitholders (the "equity agreements").

Class A Units

        Certain Employee Participants purchased 9,977,299 Class A Units (approximately 3% of Holdings' then-outstanding Class A Units). The remaining Class A Units were purchased by investment funds affiliated with Madison Dearborn Partners, LLC ("MDP"), and certain other co-investors in connection with the consummation of the MDP Transactions. The purchase price paid by Employee Participants for the Class A Units was $10 per unit, the same price that was paid by the other investors in connection with the consummation of the MDP Transactions. The Class A Units are not subject to vesting.

Deferred Class A Units

        During 2007, in lieu of cash bonuses, certain Employee Participants, including certain members of senior management, accepted the right to receive Class A Units in the form of deferred Class A Units that, upon a break in the deferral (for example, separation from the Company), could either be settled, at the option of the Company, in cash or be converted into Class A Units. These deferred Class A Units were settled on February 15, 2013, and resulted in the issuance of 485,601 Class A Units.

Deferred and Restricted Class A Units

        Certain Employee Participants received deferred and restricted Class A Units, which entitled the holders to the same economic benefit as the Class A Units. Between November 14, 2007 and December 31, 2007, a total of 3,043,450 of such units were received by certain employees with an estimated value of $10 per unit. Certain of these units vested over a three, four, or five year period. The Company recognized $2.5 million and $2.9 million in non-cash compensation related to the deferred and restricted Class A Units for the years ended December 31, 2012 and 2011, respectively. The Company recorded associated deferred tax benefits related to these amounts totaling $0.9 million and $0.8 million, for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, all compensation costs associated with these units have been recognized. The Company recognized compensation cost related to these awards on a straight-line basis over the requisite service period for the entire award. These deferred and restricted Class A Units were settled on February 15, 2013, and resulted in the issuance of 1,247,421 Class A Units.

Class B Units

        Certain Employee Participants received Class B Units, which were profits interests that entitled the holders in the aggregate to fifteen percent of the appreciation in the value of the Company beyond the issue date. The Class B Units vested over five to seven years, or earlier in the case of a liquidity event. The Company engaged outside valuation experts to assist management in estimating the per-share fair value of the Class B Units for financial reporting purposes. Based on the valuation, the Class B Units

F-38

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

4. EQUITY-BASED COMPENSATION (Continued)

issued were valued at $155.11 per share. The aggregate value of the Class B Units was being amortized over the vesting period and resulted in the recognition of $0.2 million in income due to forfeitures, $1.1 million of expense and $5.6 million of expense of non-cash compensation for the years ended December 31, 2013, 2012 and 2011, respectively. The Company recorded associated deferred tax expense of $0.1 million as of December 31 2013 and tax benefits related to these amounts totaling $0.4 million, and $2.1 million for the years ended December 31, 2012, and 2011, respectively. During 2010, the Class B Units were eliminated and employees were granted deferred restricted Class A Units. (Refer to the modification accounting discussion below in the "Deferred Restricted Class A Unit Program" section for further information.)

2010 Programs

Deferred Restricted Class A Unit Program

        In October 2010, the Company implemented a deferred restricted Class A Unit program similar to the deferred restricted Class A Unit program that already existed at the time (refer to discussion above). These Units vest over a two, three, four or five year period, generally depending on the year in which the Units were issued. Management of the Company engaged external valuation specialists to assist in the valuation of this program.

        When the Class B Units were eliminated in October 2010, certain holders were granted deferred restricted Class A Units. The Company accounted for these transactions as a modification. Modification accounting resulted in the total cost of the new deferred restricted Class A Unit awards being equal to: (1) the remaining unamortized cost of the original Class B Unit program, plus (2) the value of the new deferred restricted Class A Unit program in excess of the fair value of the old Class B Unit program, as remeasured just prior to the modification.

        The total number of deferred restricted Class A Units granted to employees for this program approximates 13.4 million. The following table presents information about various grants:

Year	Units Issued		Grant Date Fair Value per Unit
2010		8,615,076	$	1.81
2011		2,088,488		2.89
2011		924,650		2.45
2012		1,559,948		3.05
2012		100,000		2.12
2013		60,000		2.12
2013		100,000		3.04

        The current fair value per deferred restricted Class A Unit is $3.04 and was determined using income and market approaches. None of the deferred restricted Class A Units were fully vested at the grant date. The deferral periods break on December 31 in years 2012 through 2017. The first settlement of these Units occurred on December 31, 2012, and resulted in the issuance of 4,011,406

F-39

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

4. EQUITY-BASED COMPENSATION (Continued)

Class A Units. A second settlement of these Units occurred on December 31, 2013, and resulted in the issuance of 1,554,138 Class A Units. At December 31, 2013, approximately 4.0 million deferred restricted Class A Units remain outstanding after settlement and forfeiture.

        For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $10.3 million, $10.7 million and $11.4 million, respectively, of compensation expense related to these awards. The Company recorded associated deferred tax benefits related to this amount totaling $3.9 million, $4.0 million and $4.2 million in 2013, 2012 and 2011, respectively. At December 31, 2013, the total value yet to be expensed over the remaining amortization period was approximately $10.2 million. For service conditions associated with the awards, some of the Units (approximately 1.3 million Units) are based on both time and performance criteria and approximately 0.1 million Units based on performance, only. These Units time vest if the performance criteria are met. Vesting accelerates upon a sale of the Company or the holder's death or disability.

Deferred Incentive Class A Units

        During the year ended December 31, 2010, the Company issued deferred incentive Class A Units. The deferred incentive Class A Units are profits interests whereby holders are entitled, in the aggregate, to a portion of the appreciation in the value per unit beyond the $10 per unit Class A Unit value at the date of the MDP Transactions. At December 31, 2010, the total number of deferred incentive Class A Units granted were 4,691,600 with a value of $0.77 per unit. During 2011, an additional 395,100 Units were issued with a value of $1.88 per unit. Management engaged an external valuation consulting firm to assist with the valuation of these profits interests. Key assumptions used in the valuation of these deferred incentive Class A Units include: five years until the expected liquidity event; expected volatility of 92.5%; zero expected dividends; a risk-free rate of 1.79%; and a 62.7% discount for lack of marketability.

        For the deferred incentive Class A Units granted in 2010, 55% vested upon grant and 5% vested in each of the nine quarters following the date of issuance. For the deferred incentive Class A Units granted in 2011, 50% vested or will vest on December 31 of each of 2012 and 2014. There are no performance-based vesting criteria. During 2013, 48,900 Deferred Incentive Units were settled at no value. At December 31, 2013, approximately 96.6% of the deferred incentive Class A Units were vested. The deferral for the deferred incentive Class A Units breaks in three separate tranches: 33% on December 31, 2014, 33% on December 31, 2015, and 34% on December 31, 2016. Vesting accelerates upon a sale of the Company or the holder's death or disability.

        For the years ended December 31, 2013, 2012 and 2011, the Company recorded $0.2 million, $0.8 million and $0.8 million, respectively of compensation expense related to the deferred incentive Class A Units. The Company recorded associated deferred tax benefits related to these amounts totaling $0.1 million, $0.3 million and $0.3 million in 2013, 2012 and 2011, respectively. At December 31, 2013, the total remaining compensation cost to be expensed in future years for the remaining non-vested deferred incentive Class A Units approximates $0.2 million, which will be fully expensed in 2014. The Company recognizes compensation cost related to these awards on a straight-line basis over the requisite service period for the entire award.

F-40

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

4. EQUITY-BASED COMPENSATION (Continued)

Affiliate Equity Programs

Current Affiliate Programs

        In order to allow key individuals to participate in the earnings growth and cash flows of their respective businesses, the Company has instituted equity programs at each of its affiliated investment managers other than Gresham. Each of the affiliate equity programs consists of profits interests, which are generally subject to multi-year vesting periods. Certain percentages of these profits interests vested or will vest each year beginning in 2012 and ending in 2021. The fair market value of the profits interests, determined as of their grant date, is amortized to expense over the term of the applicable vesting period (see "Affiliate Plan Compensation Expense" below.) The Company has the right to call certain percentages of certain vested profits interests beginning in 2013 and each year thereafter through 2022. Other profits interests are generally not callable prior to termination of the respective holder's employment.

        Holders of profits interests are entitled to receive a distribution of the cash flow from their business. With respect to certain of the profits interests ("Collared Interests"), distributions are subject to an annual cap. Furthermore, distributions on Collared Interests are only made to the extent cash flow exceeds certain thresholds. The distribution percentages on Collared Interests generally increase upon vesting. With respect to the other type of profits interests ("Non-collared Interests") issued under the affiliate equity programs, distributions are not subject to an annual cap. Distributions on certain of the Non-collared Interests are only made to the extent cash flow exceeds certain thresholds. During the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $15.4 million, $12.2 million and $1.7 million, respectively, of income attributable to noncontrolling interests in respect of the Collared and Non-collared Interests.

        With respect to the Collared Interests, there is generally no accelerated vesting. Certain percentages of certain Non-collared Interests automatically vest in the event of the holder's death or disability, a sale of Nuveen, certain public offerings of Nuveen equity, a sale of the applicable affiliate or any transaction by Nuveen that results in an "assignment" of the applicable affiliate's advisory contracts under the Investment Company Act or the Investment Advisers Act.

        Holders of vested Non-collared Interests generally have the option to require the Company to purchase their interests upon death or incapacity. As a result, these interests are reflected in "redeemable noncontrolling interests" on the Company's December 31, 2013, 2012 and 2011 consolidated balance sheets. At December 31, 2013, 2012 and 2011, the Company had approximately $82.6 million, $40.7 million and $9.5 million, respectively, of redeemable noncontrolling interests on its consolidated balance sheets representing vested Non-collared Interests.

2006 Affiliate Equity Plans

        During 2006, equity programs were put in place covering NWQ, Tradewinds and Symphony. These programs allowed key individuals of these businesses to participate in the growth of their respective businesses over the subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as "Interests"). Certain of these Interests vested on June 30 of 2007, 2008,

F-41

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

4. EQUITY-BASED COMPENSATION (Continued)

2009, 2010 and 2011. The Interests entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year and the distributions of the profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company had the right to acquire the Interests of the noncontrolling members. During 2008 through 2012, the Company exercised its right to call various classes of Interests. During the first quarter of 2012, the Company exercised its right to call the last class of Interests outstanding and no Interests remain outstanding after this call.

        During the years 2010-2012, the Company exercised its right to call various noncontrolling members' interests as it relates to these equity programs. Of the total $30.8 million paid in 2011, approximately $21.1 million was recorded as a reduction to additional paid-in-capital. As a result of the $68 thousand paid to repurchase these interests during 2012, the Company recorded an increase to additional-paid-in-capital of approximately $0.4 million.

Affiliate Plan Compensation Expense

        For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $25.2 million, $25.0 million and $13.0 million, respectively, of compensation expense related to all affiliate equity plan programs. The Company recorded associated deferred tax benefits related to these amounts totaling $9.5 million, $9.3 million, and $4.8 million in 2013, 2012, and 2011 respectively. At December 31, 2013, the total value yet to be expensed over the remaining amortization period was approximately $76.9 million.

5. FAIR VALUE MEASUREMENTS

        Of the approximate $205.6 million in total investments at December 31, 2013, approximately $119.6 million relates to equity-based funds and accounts, $61.1 million relates to fixed income funds or accounts, and $24.9 million relates to private investment funds and other investments. At December 31, 2012, of the approximate $169.6 million in total investments on the Company's consolidated balance sheet, approximately $84.4 million relates to equity-based funds and accounts, $61.9 million relates to fixed income funds or accounts, and $23.3 million relates to private investment funds and other investments.

Fair Value Hierarchy

        FASB ASC 820-10 also establishes a fair value hierarchy that prioritizes information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data (for example, the reporting entity's own data). FASB ASC 820-10 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within

F-42

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

•

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2—inputs to the valuation methodology other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).

•

Level 3—inputs to the valuation methodology that are unobservable inputs for the asset or liability—that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

        In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company's Fair Value Measurements

        The Company did not elect to apply the fair value provisions to any qualifying non-financial assets and liabilities. As a result, the application of FASB ASC 820-10 to the Company's non-financial assets did not have any impact on the Company's consolidated results of operations or financial position.

F-43

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

        The following table presents information about the Company's fair value measurements at December 31, 2013 and 2012 (in 000s). (Refer to Note 3, "Consolidated Variable Interest Entities," for fair value information related to consolidated variable interest entities.)

			Fair Value Measurements at December 31, 2013 Using
Description	Total December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)(a)		Significant Other Observable Inputs (Level 2)(a)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities:
Equity Separately Managed Accounts ("SMAs")	$	25,355	$	25,355	$	—	$	—
Fixed Income SMAs		2,742		—		2,742		—
Equity Funds		94,278		93,612		666		—
Fixed Income Funds		58,365		58,365		—		—
Other		64		—		—		64
Total available-for-sale securities		180,804		177,332		3,408		64
Other Investments		24,749		—		21,280		3,469
Subtotal—Investments		205,553		177,332		24,688		3,533
Fair value of open derivatives		33,755		—		33,755		—
Total Assets	$	239,308	$	177,332	$	58,443	$	3,533
Liabilities
Contingent consideration—Gresham	$	37,200	$	—	$	—	$	37,200

F-44

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

			Fair Value Measurements at December 31, 2012 Using
Description	Total December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities:
Equity Separately Managed Accounts ("SMAs")	$	29,862	$	29,862	$	—	$	—
Fixed Income SMAs		1,738		—		1,738		—
Equity Funds		54,559		54,433		126		—
Fixed Income Funds		60,114		60,114		—		—
Other		101		37		—		64
Total available-for-sale securities		146,374		144,446		1,864		64
Other Investments		23,268		—		21,964		1,304
Total Assets	$	169,642	$	144,446	$	23,828	$	1,368
Liabilities
Contingent consideration—Gresham	$	124,400	$	—	$	—	$	124,400

(a)

There were no transfers to or from Levels 1 and 2 during the period December 31, 2013.

Level 3 Rollforward

        The following tables present a rollforward of fair value measurements consolidated to be Level 3 (in 000s):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the Year Ended December 31, 2013

	Available- for-Sale Securities		Other Investments			Total
Beginning balance (as of January 1, 2013)	$	64	$	1,304		$	1,368
Total gains or losses (realized/unrealized)		—		(548	)		(548	)
Included in earnings		—		(548	)		(548	)
Included in other comprehensive income		—		—			—
Purchases		—		2,983			2,983
Sales		—		(270	)		(270	)
Transfers into Level 3		—		—			—
Transfers out of Level 3		—		—			—
Ending balance (as of December 31, 2013)	$	64	$	3,469		$	3,533

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the Year Ended December 31, 2012

	Available- for-Sale Securities			Other Investments			Derivative Financial Instruments			Total
Beginning balance (as of January 1, 2012)	$	5,828		$	231		$	(19,876	)	$	(13,817	)
Total gains or losses (realized/unrealized)		(502	)		(504	)		17,389			16,383
Included in earnings		(502	)		(504	)		17,389			16,383
Included in other comprehensive income		—			—			—			—
Purchases		18			1,577			—			1,595
Sales		(5,280	)		—			2,487			(2,793	)
Transfers into Level 3		—			—			—			—
Transfers out of Level 3		—			—			—			—
Ending balance (as of December 31, 2012)	$	64		$	1,304		$	—		$	1,368

        The amounts shown in the "Available-for-Sale Securities" columns above represent a required investment in the stock of the Depository Trust Clearing Corporation ("DTCC"). The Company considers its investment in DTCC stock to be a Level 3 financial instrument, as there is no quoted market price for DTCC stock. The fair value of DTCC stock comes from valuation information obtained directly from the DTCC.

        The amounts shown in the "Other Investments" columns above represent the Company's ownership in two outside private equity partnerships. These private equity partnerships were organized for the purpose of making and managing investments in the asset management industry, including businesses that manage assets on behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. The Company considers its investments in these private equity partnerships to be Level 3 financial instruments, as there are no quoted market prices for these private equity partnerships and there are redemption restrictions on these private equity partnership investments. The net losses shown in the "Other Investments" columns in the tables above as included in earnings are attributable to investments which are still held at December 31, 2013.

        For the "Derivative Financial Instruments" column presented in the table above, the $17.4 million of net gains presented as included in earnings for the year ended December 31, 2012 is attributable to the change in fair value for derivatives transactions that matured by December 31, 2012.

Fair Value Levels of Assets and Liabilities

Available-for-Sale Securities

        Approximately $177.3 million of the Company's available-for-sale securities are classified as Level 1 financial instruments, as they are valued based on unadjusted quoted market prices. The majority of these investments are investments in the Company's managed funds and separately

F-46

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

managed accounts. Approximately $3.4 million of the Company's available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on observable inputs.

        Realized gains and losses on the sale of investments are calculated based on a specific identification method and are recorded in "Other Income/(Expense)" on the consolidated statement of operations. For the year ended December 31, 2013, dispositions of available-for-sale securities were $67.4 million, which consisted of sales proceeds of $55.7 million and the vested value of securities distributed to participants in the mutual fund incentive program of $11.7 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $6.1 million, comprised of $7.4 million gross realized gains and $1.3 million of gross realized losses for the year ended December 31, 2013.

        For the year ended December 31, 2012, dispositions of available-for-sale securities were $71.8 million, which consisted of sales proceeds of $38.0 million and the vested value of securities distributed to participants in the mutual fund incentive program of $33.8 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $1.3 million, comprised of $4.2 million gross realized gains and $2.9 million of gross realized losses for the year ended December 31, 2012.

        For the year ended December 31, 2011, dispositions of available-for-sale securities were $75.2 million, which consisted of sales proceeds of $43.2 million and the vested value of securities distributed to participants in the mutual fund incentive program of $32.0 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $13.6 million, comprised of $15.3 million gross realized gains and $1.7 million of gross realized losses for the year ended December 31, 2011.

Other Investments

        Included in the $24.7 million of Other Investments in the fair value measurements table as of December 31, 2013, above, are approximately $19.9 million of private investment funds and general partner interests and $3.5 million in private equity funds. In accordance with ASC 820, the fair value of these investments is based on their reported net asset values. The private investment funds and general partner interests are considered Level 2 financial instruments. The private equity funds are considered to be Level 3 financial instruments.

        Included in the $23.3 million of Other Investments in the fair value measurements table as of December 31, 2012, above, are approximately $21.5 million of private investment funds and general partner interests. In accordance with ASC 820, the fair value of these investments is based on their reported net asset values. The private investment funds and general partner interests are considered Level 2 financial instruments. There exists approximately $1.3 million in private equity funds. The private equity funds are considered to be Level 3 financial instruments.

F-47

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

Liabilities

        At December 31, 2013 and December 31, 2012, the Company has $37.2 million and $124.4 million, respectively, recorded on its consolidated balance sheets as the estimated fair value of the contingent consideration for the Gresham acquisition. Due to the use of significant unobservable inputs, the Company considers the estimated fair value of the Gresham contingent consideration to be a Level 3 financial instrument. Significant unobservable inputs utilized in the December 31, 2013 valuation include: an estimated average annual increase in total assets under management of approximately 12% from the acquisition date through December 31, 2016, a discount rate of 9.5%, and volatility of 27.4%. The contingent consideration terms require two separate calculations involving the use of EBTIDA: one for management fees and the other for performance fees. The Company engaged an external valuation consultant from a nationally recognized consulting firm to assist with the determination of the estimated fair value for the Gresham contingent consideration.

        The following table presents a rollforward of the Gresham contingent consideration fair value measurement, which is considered to be a Level 3 financial instrument, for the years ended December 31, 2013 and 2012 (in millions):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

	Contingent Consideration
Beginning balance (at January 1, 2012)	$	95
Increase in estimated value of contingent consideration		29
Ending balance (at December 31, 2012)	$	124
Beginning balance (at January 1, 2013)		124
Decrease in estimated value of contingent consideration		(87	)
Ending balance (at December 31, 2013)	$	37

Derivative Financial Instruments

        As further discussed in Note 7, "Derivative Financial Instruments," the Company used derivative instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt.

        The fair value of the Company's interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of FASB ASC 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative

F-48

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

        The Company has determined that the majority of the inputs used to value its derivatives at December 31, 2013 fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments required by FASB ASC 820-10 utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties, the Company has determined that, as of December 31, 2013, the impact of the credit valuation adjustments on the overall valuation of the Company's derivative positions is not significant. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy. During the year ended December 31, 2012 while the Company had other interest rate swap transactions that were not designated in a formal hedge relationship under the provisions of Codification, the Company had determined that, although the majority of the inputs used to value those derivatives fell within Level 2 of the fair value hierarchy, that, because the credit valuation adjustments associated with those derivatives utilized Level 3 inputs and those credit valuation adjustments had historically been significant to the overall valuation of those derivatives, the Company determined that its overall valuations for those derivatives should be classified in Level 3 of the fair value hierarchy.

Unrealized Gains and Losses

        The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type at December 31, 2013 and 2012, are as follows (in 000s):

	At December 31, 2013
	Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Equity SMAs	$	19,638	$	5,723	$	(6	)	$	25,355
Fixed Income SMAs		2,753		13		(24	)		2,742
Equity Funds		83,323		11,179		(225	)		94,277
Fixed Income Funds		58,791		1,327		(1,752	)		58,366
Other		64		—		—			64
	$	164,569	$	18,242	$	(2,007	)	$	180,804

F-49

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

	At December 31, 2012
	Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Equity SMAs	$	28,202	$	2,135	$	(475	)	$	29,862
Fixed Income SMAs		1,652		86		—			1,738
Equity Funds		48,998		5,837		(276	)		54,559
Fixed Income Funds		57,183		3,488		(557	)		60,114
Other		101		—		—			101
	$	136,136	$	11,546	$	(1,308	)	$	146,374

        The following table presents information about the Company's investments with unrealized losses at December 31, 2013 and 2012 (in 000s):

	At December 31, 2013
	Less Than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Equity SMAs	$	—	$	—		$	619	$	(6	)	$	619	$	(6	)
Fixed Income SMAs		1,005		—			1,045		(24	)		2,050		(24	)
Equity Funds		3,076		(25	)		29,485		(200	)		32,561		(225	)
Fixed Income Funds		80		(20	)		35,447		(1,732	)		35,527		(1,752	)

	At December 31, 2012
	Less Than 12 months					12 months or longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Equity SMAs	$	5,933	$	(72	)	$	6,709	$	(403	)	$	12,642	$	(475	)
Fixed Income SMAs		—		—			—		—			—		—
Equity Funds		3,716		(83	)		1,928		(193	)		5,644		(276	)
Fixed Income Funds		16,451		(542	)		141		(15	)		16,592		(557	)

Fair Value of Financial Instruments

        FASB ASC 825, "Financial Instruments," requires the disclosure of the estimated fair value of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risk existing at each balance sheet date. For the majority of financial instruments, including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as closing market prices, discounted cash flow analysis, option pricing models, replacement cost and termination cost are used to determine fair value. Dealer quotes are used for the remaining financial instruments. All methods of

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

5. FAIR VALUE MEASUREMENTS (Continued)

assessing fair value result in a general approximation of value, and such value may never actually be realized.

        Cash and cash equivalents, marketable securities, notes and other accounts receivable and investments are financial assets with carrying values that approximate fair value because of the short maturity of those instruments. Accounts payable and other accrued expenses are financial liabilities with carrying values that also approximate fair value because of the short maturity of those instruments. The fair value of long-term debt is based on market prices.

        A comparison of the fair values and carrying amounts of these instruments is as follows.

	December 31, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	323,717	$	323,717	$	289,289	$	289,289
Cash segregated in compliance with federal and other regulations		1,000		1,000		1,000		1,000
Management fees, distribution fees, and reimbursable fund expenses receivable		138,198		138,198		151,064		151,064
Other receivables		16,528		16,528		16,280		16,280
Available-for-sale securities		180,804		180,804		146,374		146,374
Other investments		24,749		24,749		23,268		23,268
Open derivatives		33,755		33,755		—		—
Liabilities:
Debt	$	4,482,668	$	4,506,498	$	4,419,990	$	4,518,874
Accounts payable		15,679		15,679		20,060		20,060
Gresham contingent consideration		37,200		37,200		124,400		124,400

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT

        At December 31, 2013 and 2012, debt (not including any debt related to consolidated VIEs) on the accompanying consolidated balance sheets was comprised of the following, all of which is classified as long-term obligations:

	December 31, 2013			December 31, 2012
First Lien Term Loans
Extended Term Loans due 5/13/17 (floating interest rate)		—		$	2,281,251
Net unamortized discount		—			(9,793	)
Net unamortized debt issuance costs		—			(27,630	)
Incremental Term Loans due 5/13/17 (floating interest rate)		—			280,000
Net unamortized discount		—			(4,889	)
Net unamortized debt issuance costs		—			(7,389	)
First Lien Term Loans—April 29, 2013
First-Lien Term Loans due 5/13/17 (floating interest rate)		2,561,251			—
Net unamortized discount		—			—
Net unamortized debt issuance costs		(4,951	)		—
Second-Lien Term Loans
Second Lien-Term Loans due 2/28/19 (floating interest rate)		—			500,000
Net unamortized discount		—			(4,552	)
Net unamortized debt issuance costs		—			(9,638	)
Second-Lien Term Loans—April 29, 2013
New Second Lien-Term Loans due 2/28/19		500,000			—
Net unamortized discount		—			—
Net unamortized debt issuance costs		(1,018	)		—
Senior Unsecured Notes
Senior unsecured notes—51/2% due 9/15/15		300,000			300,000
Net unamortized discount		(318	)		(492	)
Net unamortized debt issuance costs		(501	)		(773	)
Senior unsecured notes—91/8% due 10/15/17		500,000			500,000
Net unamortized discount		(6,290	)		(8,336	)
Net unamortized debt issuance costs		(587	)		(779	)
Senior unsecured notes—91/2% due 10/15/20		645,000			645,000
Net unamortized discount		(9,074	)		(10,969	)
Net unamortized debt issuance costs		(844	)		(1,021	)
	$	4,482,668		$	4,419,990

        The aggregate maturities of debt for each of the next five years are as follows: none in 2014, $300.0 million in 2015, none in 2016, $3.1 billion in 2017, none in 2018, and $1.1 billion thereafter.

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

Senior Secured Credit Facility

Overview

        In connection with the MDP Transactions, the Company entered into a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, the Company borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans") and used the proceeds from this borrowing to finance part of the MDP Transactions.

        On December 31, 2010, the Company amended its senior secured credit facility pursuant to which, among other things, the Company: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under the Original Revolving Credit Facility into additional Extended Term Loans.

        On December 30, 2011, the Company obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under its senior secured credit facility. All proceeds from the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

        On February 29, 2012, the Company extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, the Company refinanced $500.0 million of second-lien term loans that it had obtained under its senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under its senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of its first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

        On September 19, 2012, the Company amended its senior secured credit facility pursuant to which, among other things, the Company:

•

obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

•

used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

•

extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

•

used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

•

obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

        After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment, had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of the Company's first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

        Effective February 28, 2013, the Company amended its senior secured credit facility pursuant to which it reduced the interest rate spread applicable to all of the outstanding term loans under its first-lien term loan facility and all of the outstanding commitments under its first-lien revolving credit facility. As a result of the February 28, 2013 amendment, the Company converted all of its outstanding first-lien term loans into a single tranche of outstanding term loans under its first-lien term loan facility (the "Tranche A First-Lien Term Loans").

        The February 28, 2013 amendment did not result in any change to the aggregate principal amount of term loans outstanding under the first-lien term loan facility or the aggregate amount of commitments outstanding under the Company's first-lien revolving credit facility.

        Effective April 29, 2013, the Company refinanced its $2,561 million first-lien and $500 million second-lien term loans. In connection with this refinancing, the then-existing first-lien and second-lien lenders were paid call premiums of 101% and 102%, respectively (total $35.6 million). Also as a result of this refinancing, the interest rate spread for the first-lien and second-lien loans decreased 1.00% and 1.75%, respectively. There was no change in the aggregate principal amount of term loans outstanding under the Company's senior secured credit facility. Also, the maturity of the first-lien and second-lien loans remains at May 13, 2017 and February 28, 2019, respectively (subject, in each case, to a springing maturity date). As a result of the April 29, 2013 refinancing transaction, the Company expensed approximately $103.6 million, comprised of: $35.6 million in call premium and $68.0 million to the write-off of the then-remaining unamortized discounts and capitalized debt issuance costs associated with the original first-lien and second-lien loans. The Company also capitalized $7.2 million of new debt issuance costs, which will be amortized to expense over the term of the new first-lien and second-lien loans using the effective interest rate method.

        As a result of the April 29, 2013 amendment, the Company has a single tranche of outstanding term loans under its first-lien term loan facility (the "Tranche B First-Lien Term Loans"). The

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

Tranche B First-Lien Term Loans bear interest at a rate of LIBOR plus a spread of 4.00% per annum (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if the Company achieves a ratio of net first-lien secured indebtedness to adjusted EBITDA ("Senior Secured Net Leverage Ratio") of 4.00:1.00 or less. As of December 31, 2013, the Company's Senior Secured Net Leverage Ratio was 4.56:1.00. The Tranche B First-Lien Term Loans will mature on May 13, 2017 (or, if applicable, on the Springing Maturity Date, as defined below). The Tranche B First-Lien Term Loans have call protection with respect to certain "repricing transactions" that occur during the six months following the effective date (April 29, 2013) in the form of a fee equal to 1.0% of the principal amount of any such repriced Tranche B First-Lien Term Loans.

        As a further result of the April 29, 2013 amendment, the Company has a single tranche of outstanding term loans under its second-lien term loan facility (the "Tranche B Second-Lien Term Loans"). The Tranche B Second-Lien Term Loans bear interest at a rate of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). The Tranche B Second-Lien Term Loans will mature on February 28, 2019 (or, if applicable, the Springing Maturity Date). Upon a Change of Control (as defined in the Credit Agreement), the Company must make an offer to repay all or any part of each Tranche B Second-Lien Term Loans at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon. The Tranche B Second-Lien Term Loans have call protection with respect to voluntary and mandatory prepayments (other than in connection with a Change of Control) that occur during the first year following the effective date (April 29, 2013) in the form of a fee equal to 1.0% of the principal amount of any such prepaid Tranche B Second-Lien Term Loans.

        The final stated maturity of the Tranche B First-Lien Term Loans and the Tranche B Second-Lien Term Loans will be the 90^th day prior to the maturity of the Company's 2015 5.5% Notes (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% Notes is equal to or greater than the adjusted EBITDA of the Company and its restricted subsidiaries for the most recently ended four fiscal quarters of the Company. Such date is referred to as the "Springing Maturity Date."

Principal Amounts Outstanding

        At December 31, 2013, the Company had $2.6 billion of outstanding First-Lien Term Loans and $500.0 million of outstanding New Second-Lien Term Loans. At December 31, 2013, the Company did not have any borrowings outstanding under its New Revolving Credit Facility.

        At December 31, 2012, the Company had $2.3 billion of outstanding Extended Term Loans, $280.0 million of outstanding Incremental Term Loans, and $500.0 million of outstanding Original Second-Lien Term Loans. At December 31, 2012, the Company did not have any borrowings outstanding under its Old Revolving Credit Facilities.

Fair Value

        At December 31, 2013, the fair values of the Company's debt under its senior secured credit facility were: $2.6 billion for the First-Lien Term Loans and $495.8 million for the New Second-Lien Term Loans.

F-55

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

        At December 31, 2012, the fair values of the Company's debt under its senior secured credit facility were: $2.3 billion for the Extended Term Loans, $281.7 million for the Incremental Term Loans, and $510.0 million for the New Second-Lien Term Loans.

Weighted Average Interest Rates

        For the years ended December 31, 2013, 2012 and 2011, the unhedged weighted-average interest rates on the amounts borrowed under the First-Lien Term Loans were 4.63%, 5.08%, and 5.07%, respectively.

Guarantors and Security

        All obligations under the Company's senior secured credit facility are guaranteed by Windy City Investments, Inc., its parent company ("Parent"), and each of its present and future, direct and indirect, wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under the Company's senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of its capital stock and the capital stock of certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by the Company or any guarantor and (ii) on a first-lien basis by substantially all of its and each guarantor's present and future assets, except that the New Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis. Refer to Note 14, "Financial Information Related to Guarantor Subsidiaries" for additional information.

Senior Unsecured Notes

9¹/8% Senior Notes due 2017 / 9¹/2% Senior Notes due 2020

        On September 19, 2012, the Company completed a notes offering (the "2017/2020 Notes Offering") of (i) $500,000,000 aggregate principal amount of 9¹/8% senior notes due 2017 (the "2017 Notes") and (ii) $645,000,000 aggregate principal amount of 9¹/2% senior notes due 2020 (the "2020 Notes" and together with the 2017 Notes, the "2017/2020 Notes"). The 2017 Notes will mature on October 15, 2017 and will accrue interest at the rate of 9¹/8% per year. The 2020 Notes will mature on October 15, 2020 and will accrue interest at the rate of 9¹/2% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to repurchase and redeem all of the Company's outstanding 10¹/2% senior unsecured notes due 2015 (described below) and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of the Company's other existing and future senior unsecured indebtedness and are senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of the Company's present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee its obligations under its senior secured credit facility (discussed above). Such guarantees are

F-56

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

subordinated in right of payment to the guarantees of the Company's obligations under its senior secured credit facility and related hedging obligations and any future secured indebtedness of the Company. Refer to Note 14, "Financial Information Related to Guarantor Subsidiaries" for additional information.

        At December 31, 2013, the fair value of the 2017 Notes was $502.8 million and the fair value of the 2020 Notes was $651.9 million.

        The Company may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, the Company may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date, provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014		106.844	%
2015		104.563	%
2016 and thereafter		100.000	%

        The Company may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, the Company may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest, and additional interest, if any, to, but not

F-57

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016		104.750	%
2017		102.375	%
2018 and thereafter		100.000	%

        The indentures governing the Company's 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict the Company's ability and the ability of the Company's restricted subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change its line of business or engage in certain transactions with affiliates. Although the Company is not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, the Company is required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of its assets.

        The indentures governing the Company's 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

        The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. The Company has agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of the Company having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes will not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration Statement is declared effective by the SEC. In addition, the Company agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If the Company does not comply with its obligations under the registration rights agreements, the Company will be required to pay additional interest to holders of the 2017/2020 Notes.

F-58

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

6. DEBT (Continued)

5¹/2% Senior Notes due 2015

        At December 31, 2013 and 2012, the Company had $300 million in aggregate principal amount of 5¹/2% senior notes due September 15, 2015 (the "5¹/2% senior notes") outstanding. The 5¹/2% senior notes rank equally in right of payment with all of the Company's other existing and future senior unsecured indebtedness. The 5¹/2% senior notes bear interest at a rate of 5¹/2% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5¹/2% senior notes are not guaranteed by any of the Company's subsidiaries.

        At December 31, 2013 and December 31, 2012, the fair values of the 5¹/2% senior notes were $303.0 million and $289.5 million, respectively.

        The Company may redeem the 5¹/2% senior notes, in whole or in part, at any time upon payment of a redemption price equal to (i) the greater of (a) 100% of the principal amount of the 5¹/2% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5¹/2% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

        The indenture governing the 5¹/2% senior notes contains a number of covenants that, among other things, limit or restrict the Company's ability to create liens on the capital stock of its significant subsidiaries that secure debt senior to the 5¹/2% senior notes, dispose of the capital stock of any of its significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.

7. DERIVATIVE FINANCIAL INSTRUMENTS

        FASB ASC 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company's objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

        As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency

F-59

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Risk Management Objective of Using Derivatives

        The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings.

Cash Flow Hedges of Interest Rate Risk

        The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During May 2013, the Company entered into four forward-starting interest-rate swap derivatives to hedge the variable cash flows associated with existing variable-rate debt. As of December 31, 2013, the Company had all four outstanding forward-starting interest rate swap derivatives outstanding with an initial combined notional value of $1.5 billion, which decreases to $1.25 billion on December 31, 2017 and $1.0 billion on December 31, 2018. The last termination date for these interest rate swaps is December 31, 2019. These four forward-starting interest rate swap derivatives were designated as cash flow hedges of interest rate risk. At December 31, 2013, the Company had $33.8 million recorded as the "Fair Value of Open Derivatives" in the Assets section of its consolidated balance sheet for these four forward-starting interest rate swap derivatives.

        The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded net of tax in AOCI, which is a separate component of equity, on the Company's December 31, 2013 consolidated balance sheet. At December 31, 2013, the Company had $21.3 million of unrealized gains recorded in AOCI (which is net of tax) relating to these four interest rate swaps. The amount recorded in AOCI is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. For the year ended December 31, 2013, the Company did not have any amounts recorded on its consolidated statements of operations for ineffectiveness on

F-60

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

these four interest rate swap derivatives. Amounts reported in AOCI related to these derivatives will be reclassified to interest expense as settlement payments on these forward-starting interest rate swap derivatives are made. The swaps become effective on December 31, 2014, ensuring one day of accrued interest that will need to be reclassified to interest expense. This amount will change until December 29, 2014 when the rate fixes for the first interest period. However, based on the forward curve at December 31, 2013, the amount that is currently expected to be accrued is $58 thousand.

Non-designated Hedges

        The Company does not have any derivatives that are not designated as hedges at December 31, 2013. During the year ended December 31, 2012, the Company had certain derivatives that were not designated as hedges for accounting purposes; these derivatives matured November 1, 2012.

Credit-risk-related Contingent Features

        The Company's derivatives trading agreements contain credit-risk-related contingent features that, if triggered, could allow the counterparties to terminate derivatives contracts, including those where the Company is in a net liability position. The circumstances in which the credit-risk-related contingent features in one or more of the Company's derivatives trading agreements could be triggered include the following: a default by the Company under certain of its indebtedness; a bankruptcy or insolvency of the Company; a material change in the structure of the Company that materially weakens the Company's creditworthiness; failure to secure certain of the Company's derivatives obligations on a pari passu basis with certain of its indebtedness; or a failure to refinance certain indebtedness prior to its maturity date. As of December 31, 2013, the Company had not triggered any such credit-risk-related contingent features. Also, at December 31, 2013, the Company was in an asset position with respect to its open derivatives. Therefore, had the credit-risk related contingent features been triggered at December 31, 2013, no payment would have been required.

Fair Value

        The fair value of the Company's interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of FASB ASC 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

        The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments required by FASB ASC 820-10 utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties, the Company has determined that, as of December 31, 2013, the impact of the credit valuation adjustments on the overall valuation of the Company's derivative

F-61

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

positions is not significant. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

8. INCOME TAXES

        The provision for income taxes on earnings for the three years ended December 31, 2013 is:

	2013			2012			2011
	(in 000s)
Current:
Federal	$	—		$	—		$	—
State		634			1,078			1,907
Foreign		131			52			56
Total Current		765			1,130			1,963
Deferred:
Federal		(46,616	)		(238,160	)		(2,013	)
State		3,467			(3,700	)		(6,241	)
Foreign		(1	)		—			—
Total Deferred		(43,150	)		(241,860	)		(8,254	)
Income Tax Benefit	$	(42,385	)	$	(240,730	)	$	(6,291	)

        The provision for income taxes is different from that which would be computed by applying the statutory federal income tax rate to income before taxes.

        The provision for income taxes is different from that which would be computed by applying the statutory federal income tax rate to income before taxes. Net income/(loss) associated with Symphony CLO V (the one CLO that is included in "Net Income/(Loss) attributable to Nuveen Investments"—refer to Note 3, "Consolidated Variable Interest Entities" for additional information) is excluded from the effective tax rate reconciliations below to present a more transparent analysis.

F-62

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

8. INCOME TAXES (Continued)

        Other principal components of the differences between applying the statutory federal income tax rate to the provision for income taxes are presented below:

	2013			2012			2011
Federal statutory rate applied to income before taxes	$	(659	)	$	(292,213	)	$	(4,095	)
State and local income taxes net of federal income tax benefit		2,178			(16,177	)		1,197
Effect of changes in tax law, rates		—			—			(1,937	)
Effect of apportionment changes on temporary differences		3,481			12,747			(1,020	)
Valuation allowance		(54,494	)		52,495			(1,163	)
Non-deductible expense		985			990			851
Share based awards		7,979			4,180			—
Foreign tax		130			52			—
Other, net		(1,985	)		(2,804	)		(124	)
	$	(42,385	)	$	(240,730	)	$	(6,291	)

F-63

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

8. INCOME TAXES (Continued)

        The tax effects of significant items that give rise to the net deferred tax liability recorded on the Company's consolidated balance sheets are shown in the following table:

	December 31,
	2013			2012
	(in 000s)
Gross deferred tax assets:
Deferred compensation	$	11,331		$	9,287
Net operating loss carryforwards		241,960			193,454
Pension and post-retirement benefit plan costs		7,961			14,524
Equity based compensation		51,284			48,444
Accrued compensation		12,208			8,847
Investments in partnerships		14,834			1,879
Alternative minimum tax credit carryforward		8,549			8,549
Charitable contribution carryforward		3,170			4,008
Other, consisting primarily of deferred rent and depreciation		10,255			8,975
Gross deferred tax assets		361,552			297,967
Valuation allowance		(18,794	)		(74,142	)
Deferred tax assets, net of valuation allowances		342,758			223,825
Gross deferred tax liabilities:
Deferred commissions and fund offering costs		(1,051	)		(2,232	)
Intangible assets		(856,344	)		(849,194	)
Goodwill amortization		(142,503	)		(85,154	)
Unrealized gains on investments and derivatives		(17,350	)		(1,279	)
Debt related deferrals		(20,565	)		(3,603	)
Internally developed software		(11,783	)		(13,069	)
Gross deferred tax liabilities		(1,049,596	)		(954,532	)
Net deferred tax liability	$	(706,838	)	$	(730,707	)

        The future realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

        At December 31, 2013, the Company had a federal net operating loss carryforward deferred tax asset of $210.4 million that, if not utilized, will expire between 2028 and 2033. At December 31, 2013, the Company also had a state net operating loss carryforward deferred tax asset of $31.6 million that, if not utilized, will expire between 2014 and 2033. For financial reporting purposes, a valuation allowance has been established against the deferred tax assets related to certain tax loss carryforwards due to the uncertainty that the assets will be realized. At December 31, 2013 and 2012, the Company maintained a valuation allowance against its deferred tax assets of $18.8 million and $74.1 million, respectively. Under U.S. GAAP, a valuation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation of both

F-64

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

8. INCOME TAXES (Continued)

positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence may include the existence of taxes paid in available carry-back years as well as the probability that taxable income will be generated in future periods, while negative evidence may include the Company's cumulative losses in the current year and prior two years, the absence of recoverable taxes available from the carry-back years, and general business and economic trends. The Company is required to assess all qualifying tax planning strategies. The qualifying tax planning strategies identified by management are 1) prudent and feasible, 2) strategies that the Company has the intent and ability to implement, and 3) strategies that would allow the Company to recognize significant taxable income prior to the expiration of the Company's net operating losses.

        At December 31, 2013 and 2012, the Company carried a $1.2 million liability on each respective consolidated balance sheet for uncertain tax positions, which if recognized, would affect the Company's effective tax rate.

        The Company and its subsidiaries file income tax returns in federal, various state, and foreign jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities for years prior to 2009.

9. RETIREMENT PLANS

Description of the Company's Retirement Plans

        The Company maintains a non-contributory qualified pension plan (the "Pension Plan"). The Company also maintains a post-retirement welfare benefit plan (the "Post-Retirement Benefit Plan"). Each of the above Plans covers only employees that qualify as plan participants, excluding employees of certain subsidiaries. The benefits under the Pension Plans are based on years of service and the employee's average compensation during the highest consecutive five years of the employee's last ten years of employment or April 1, 2014, if earlier. The Company's funding policy considers several factors, including the applicable funding requirements and the tax deductibility of amounts funded. The Company's Post-Retirement Benefit Plan provides certain welfare benefits (life insurance and health care) for eligible retired employees and their eligible dependents. The cost of these benefits is shared by the Company and the retiree.

        Effective March 24, 2003, the Pension Plan was amended to only include employees who qualified as plan participants prior to such date. On March 31, 2004, the Pension Plan was further amended to provide that existing plan participants will not accrue any new benefits under the Plan after March 31, 2014. (Refer to "Pension Plan—Changes in Plan Provisions and Actuarial Methods," below).

        The Post-Retirement Benefit Plan was amended in 2008 to provide that only those participants who satisfied the Plan's age and service requirements by June 30, 2014 would be eligible for benefits under the Plan. As noted, Post-Retirement Plan benefits are partially subsidized by the Company. The amendment further provided that no employee first employed after January 1, 2009 shall be eligible for Post-Retirement Plan benefits. Effective February 1, 2009, the Company adopted an "access only" retiree welfare plan that offers guaranteed access for qualifying employees of the Company and its subsidiaries. This "access only" plan requires covered retirees to pay the full premium cost with no Company subsidy or reduced premium.

F-65

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

        On November 6, 2013, the Company's board of directors approved a resolution to freeze benefit accruals under and terminate its pension plan effective December 31, 2013, provided that each participant in the pension plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the pension plan is subject to Pension Benefit Guarantee Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014. The Company is in the process of finalizing the calculation of the amount of additional contributions it will have to make to the pension plan in connection with the termination and completing the evaluation of the impact that such termination or any such contributions will have upon its financial statements.

Pension Plan—Changes in Plan Provisions and Actuarial Methods

        In early November 2013, the Company's Board of Directors adopted a resolution to amend the Pension Plan to accelerate the remaining three months of benefit accruals into 2013, formally terminate the Plan as of December 31, 2013, and provide active employees the option to elect a lump sum payment at Plan termination. By accelerating the Pension Plan benefit accruals, all accruals that were originally to cease accruing as of March 31, 2014 have been accelerated and fully accrued as of December 31, 2013. There are no employment contingencies for the accelerated accruals so even if a participant were to leave the Company after December 31, 2013 they could still receive the three months of additional benefits that would have originally been accrued through March 31, 2014. This plan amendment required a remeasurement for expense purposes on October 31, 2013. In order to measure the impact of the plan amendment, several actuarial assumptions were adjusted to appropriately reflect the revised terms of the plan an anticipated benefit payments. Additionally, the November 2013 Board resolution amended the Pension Plan so that it was effectively terminated as of December 31, 2013. The Company will allow the active and vested terminated participants the option to elect a lump sum payment or receive annuity payments at Plan termination. Retirees already in payment status will not be allowed to elect a lump sum. If an active participant or a vested terminated participant does not elect to commence an annuity or take a lump sum at the special distribution date at plan termination, they will not be able to take a distribution while actively employed or while under age 55. However, once employment has terminated and the participant has attained at least age 55, they will be allowed to choose between a lump sum or annuity payments in future periods.

        The Company has provided the appropriate filings to the Pension Benefit Guaranty Corporation ("PBGC") and the Internal Revenue Service ("IRS") for regulatory approval for the Plan termination. The approvals are currently pending but are expected to be received during 2014. The Company also anticipates the Plan will be fully settled in 2014 and will later determine whether it will proceed with settlement of the Plan prior to receiving regulatory approval or if it will wait to settle until all regulatory approvals have been obtained.

Post-Retirement Benefit Plan—Changes in Plan Provisions and Actuarial Methods

        During the third quarter of 2013, the Company amended its Post-Retirement Benefit Plan to change pre- and post-Medicare coverage for current and future retirees, dependent on whether they

F-66

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

were age 61 or older as of January 1, 2014. Grandfathered participants, those current and future retirees age 61 and older as of January 1, 2014, maintained the same pre-Medicare coverage; however, post-Medicare coverage was updated to a defined contribution approach in which grandfathered retirees (participants who are age 61 or older as of January 1, 2014) receive a fixed amount of: $3,000 annually per member for the calendar year in which they turn ages 65 through 69, $3,500 per member for ages 70 through 74, and $4,000 annually per member for those participants ages 75 and greater. Non-grandfathered future retirees are not eligible for this new post-Medicare coverage. These changes are effective January 1, 2014.

Measurement

        For purposes of the Company's consolidated financial statements, the measurement date is December 31 for the Company's Pension and Post-Retirement Plans. The market-related value of plan assets is determined based on the fair value at measurement date. The projected benefit obligation is determined based on the present value of projected benefit distributions at an assumed discount rate. The discount rate used reflects the rate at which management of the Company believes the Pension Plan obligations could be effectively settled at the measurement date, as though the pension benefits of all plan participants were determined as of that date.

Health Care Reform—Excise Tax on Certain Healthcare Plans

        The 2010 Patient Protection and Affordable Care Act contains a provision for a 40% excise tax on "high cost" plans starting in 2018. The Company engaged a nationally recognized actuarial consulting firm to assist in the determination of an estimated liability for this excise tax. At December 31, 2013 and 2012, the Company has $0.1 million and $0.3 million, respectively, recorded in "other long-term liabilities" on its December 31, 2013 and 2012 consolidated balance sheets for this excise tax. The Company's estimate assumes the excise tax is divided between the Company and the retiree proportionately.

Accumulated Benefit Obligation

        An accumulated benefit obligation represents the actuarial present value of benefits. Whether vested or non-vested, they are attributed by the pension benefit formula to employee services rendered before a specified date using existing salary levels. As of December 31, 2013 and 2012, the accumulated benefit obligation for the Company's Pension Plan was $65.6 million and $59.2 million, respectively. For the Company's Post-Retirement Plan, the accumulated benefit obligation at December 31, 2013 and 2012 was $8.5 million and $20.7 million, respectively.

Projected Benefit Obligation

        A projected benefit obligation represents the actuarial present value as of a date of all benefits attributed by the pension benefit formula to employee service performed before that date. It is measured using assumptions as to future compensation levels, as the pension benefit formula is based on those future salary levels.

F-67

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

        The following tables provide a reconciliation of the changes in the projected benefit obligations under the Pension Plan, the accumulated benefit obligation under the Post-Retirement Benefit Plan, the fair value of Pension and Post-Retirement Plan assets for the two-year period ending December 31, 2013, and a statement of the funded status for each plan as of December 31:

	Pension Benefits
(in 000s)	2013			2012
Change in projected benefit obligation:
Obligation at January 1	$	60,411		$	51,114
Service cost		1,721			1,562
Interest cost		2,130			2,279
Actuarial (gain)/loss		(5,432	)		7,338
Plan amendments		8,331			—
Benefit payments		(1,566	)		(1,882	)
Obligation at December 31	$	65,595		$	60,411

	Post-Retirement Benefits
(in 000s)	2013			2012
Change in accumulated post-retirement benefit obligation:
Obligation at January 1	$	20,746		$	18,715
Service cost		171			197
Interest cost		800			829
Actuarial (gain) or loss		(799	)		1,498
Actual benefits paid		(1,010	)		(903	)
Employee contributions		287			338
Amendments		(11,719	)		—
Medicare Part D subsidy		63			72
Obligation at December 31	$	8,539		$	20,746

	Pension Benefits						Post-Retirement Benefits
(in 000s)	2013			2012			2013			2012
Change in fair value of plan assets:
Fair value of plan assets at January 1	$	43,155		$	33,395		$	—		$	—
Actual return on plan assets		2,202			4,840			—			—
Benefit payments		(1,566	)		(1,882	)		(1,010	)		(903	)
Company contributions		9,200			6,802			723			565
Employee contributions		—			—			287			338
Fair value of plan assets at December 31	$	52,991		$	43,155		$	—		$	—

F-68

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

	Pension Benefits						Post-Retirement Benefits
	2013			2012			2013			2012
	(in 000s)
Funded status at December 31	$	(12,604	)	$	(17,256	)	$	(8,578	)	$	(20,746	)

        The funded status amounts presented above represent the liabilities recorded on the Company's consolidated balance sheets as of December 31, 2013 and 2012. These amounts are included in Short-Term and Long-Term Obligations (see below).

Amounts Recognized on the Consolidated Balance Sheets

        The following table presents amounts included in "accrued compensation and other expenses" under Short-Term Obligations and in "other long-term liabilities" under the Long-Term Obligations section of the Company's consolidated balance sheets at December 31, 2013 and 2012:

	Pension Benefits						Post-Retirement Benefits
	2013			2012			2013			2012
	(in 000s)
Liabilities-
Current accrued benefit liabilities		(12,604	)		—			(663	)		(643	)
Non-current accrued benefit liabilities		—			(17,256	)		(7,915	)		(20,103	)
Net amount recognized	$	(12,604	)	$	(17,256	)	$	(8,578	)	$	(20,746	)

Pension Plan Assets

        The Company maintains an investment policy for Pension Plan assets. The overall goal of the policy is to provide for retirement benefits and anticipated benefit obligations through future cash contributions and investment returns, while managing and potentially reducing the volatility of the Pension Plan's funded status. The Company has an investment committee that directs the Pension Plan to this goal. The committee is responsible for setting investment policy, monitoring the management of the Pension Plan's assets, reviewing asset allocation, monitoring performance, and taking action if objectives are not being met.

        This investment committee retains a nationally recognized third-party actuarial consulting firm to act as a full discretion manager, and to provide expert advice and recommendations to help the investment committee discharge its fiduciary responsibilities and meet the Pension Plan's goals. The services provided by the discretion manager include monitoring long-term capital market trends, suggesting asset allocation policies, appointing and terminating investment management firms, rebalancing the portfolio, documenting and reviewing investment policies, providing written performance evaluations at least quarterly, and meeting with the committee to review performance and future prospects.

F-69

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

        The assets of the Pension Plan are held in a trust at a well-established bank. The bank acts as trustee in accordance with the terms of a separate trust agreement. The trustee provides quarterly and annual accounting statements for the Pension Plan.

        The investment committee approves asset allocation strategies for the Pension Plan assets. This asset allocation strategy changes over time in response to future changes in the Pension Plan's funded status. Due to the early termination of the Company's pension plan effective December 31, 2013, the Company revised its pension asset allocation strategy during the fourth quarter of 2013 to 100% fixed income. The following table presents the actual allocation of Pension Plan assets in comparison to allowable allocation ranges as of December 31:

	2013						2012
Asset Class	Actual			Allowable			Actual			Allowable
Cash		18	%		—			—		0 - 10%
Fixed Income		82	%		100	%		39	%	35 - 45%
U.S. Equity		—			—			31	%	25.5 - 35.5%
International Equity		—			—			21	%	15.5 - 25.5%
Global Low Volatility		—			—			9	%	4 - 14%
Total		100	%					100	%

        FASB ASC 715-20 requires that the fair value measurements of defined benefit plans be separately disclosed by the levels defined in FASB ASC 820. The following table presents information about the Company's Pension Plan investments at December 31, 2013 and 2012:

			Fair Value Measurements at December 31, 2013 Using
Description	Total December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in collective trusts:
Cash	$	9,321	$	9,321		—		—
Fixed Income		43,670		—		43,670		—
U.S. Equity		—		—		—		—
International Equity		—		—		—		—
Global Low Volatility		—		—		—		—
Total	$	52,991	$	9,321	$	43,670		—

F-70

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

			Fair Value Measurements at December 31, 2012 Using
Description	Total December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in collective trusts:
Fixed Income	$	16,714		—	$	16,714		—
U. S. Equity		13,182		—		13,182		—
International Equity		9,281		—		9,281		—
Global Low Volatility		3,978		—		3,978		—
Total	$	43,155		—	$	43,155		—

Expected Contributions

        During 2014, the Company expects to fund its remaining commitment for its Pension Plan. For the grandfathered Post-Retirement Benefit Plan, the Company expects to contribute approximately $0.7 million for benefit payment during 2014, net of expected Medicare Part D reimbursements. For the post-retirement benefits under the defined contribution approach effective January 1, 2014, the Company expects to contribute approximately $0.5 million during 2014.

        The following table provides the expected benefit payments for each of the plans in each of the next five years, as well as an aggregate amount for the five fiscal years thereafter:

(in 000s)	Pension Benefits		Post-Retirement Benefits
Expected Benefit Payments
2014	$	65,595	$	663
2015		—		657
2016		—		657
2017		—		656
2018		—		670
2019 - 2023		—		3,379

        The Company does not expect any Medicare Part D reimbursements in any of the next five years nor in the aggregate for the five fiscal years thereafter.

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income/(Loss)

        As permitted under FASB ASC 715, "Compensation—Retirement Benefits," prior service cost is amortized on a straight-line basis over the average remaining service period for the employees expected to receive benefits under the Pension and Post-Retirement Plans.

F-71

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

        The following table provides the components of net periodic benefit cost, as well as amounts recognized in other comprehensive income, for the Pension and Post-Retirement Plans for the three years ending December 31, 2013:

	Pension Benefits
	2013			2012			2011
	(in 000s)
Service cost	$	1,721		$	1,562		$	1,403
Interest cost		2,130			2,279			2,249
Expected return on plan assets		(3,235	)		(2,813	)		(2,421	)
Amortization of prior service cost		(62	)		(190	)		(190	)
Amortization of net loss		1,643			1,385			798
Net periodic (benefit)/cost	$	2,197		$	2,223		$	1,839
Total recognized in other comprehensive (income)/loss		2,352			4,115			6,788
Total recognized in net periodic benefit cost/(gain) and other comprehensive (income)/ loss	$	4,549		$	6,338		$	8,627

	Post-Retirement Benefits
	2013			2012		2011
Service cost	$	171		$	197	$	208
Interest cost		800			829		863
Amortization of prior service cost		21			96		96
Amortization of unrecognized loss (gain)		975			769		700
Net periodic (benefit)/cost	$	1,967		$	1,891	$	1,867
Total recognized in other comprehensive (income)/loss		(13,513	)		633		444
Total recognized in net periodic benefit cost/(gain) and other comprehensive (income)/loss	$	(11,546	)	$	2,524	$	2,311

        The estimated actuarial loss and prior service cost for the Pension Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $18.2 million and $6.9 million, respectively. The estimated actuarial gain/(loss) and prior service cost for the Post-Retirement Benefit Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0.9 million and $0.6 million, respectively.

F-72

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

Assumptions

        The assumptions used in the measurement of the Company's benefit obligation as of December 31, 2013 and 2012 are shown in the following table:

	Pension Benefits			Post-Retirement Benefits
Weighted-average assumptions as of December 31, 2013
Discount rate		2.8	%		4.2	%
Rate of compensation increase		4.5	%		N/A
Weighted-average assumptions as of December 31, 2012
Discount rate		3.7	%		3.9	%
Rate of compensation increase		4.5	%		N/A

        The discount rates used in the determination of the Company's benefit obligation for pension and post-retirement benefits were based on a yield curve approach. The assumptions used in the determination of the Company's net cost for the three years ended December 31, 2013 are shown in the following table:

	Pension Benefits			Post-Retirement Benefits
Weighted-average assumptions for the year ended December 31, 2013
Discount rate		3.6	%		3.9	%
Expected long-term rate of return on plan assets		7.8	%		N/A
Rate of compensation increase		4.5	%		N/A
Weighted-average assumptions for the year ended December 31, 2012
Discount rate		4.6	%		4.6	%
Expected long-term rate of return on plan assets		7.8	%		N/A
Rate of compensation increase		4.5	%		N/A
Weighted-average assumptions for the year ended December 31, 2011
Discount rate		5.4	%		5.2	%
Expected long-term rate of return on plan assets		8.0	%		N/A
Rate of compensation increase		4.5	%		N/A

        The Company's expected long-term rate of return on plan assets was determined based on the types of investments held as well as their historical returns.

        The discount rates used in the determination of the Company's net cost for pension and post-retirement benefits were based on a yield-curve approach. The discount rates were estimated as the single equivalent rate such that the present value of the Plans' cash flows using the single rate

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NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

equals the present value of those cash flows using the Company's outside actuaries' proprietary yield curve.

        For purposes of determining the post-retirement benefit obligation at December 31, 2013, a 7.7% annual rate of increase was used in the per capita cost of covered health care benefits for all beneficiaries. These annual rates of increase gradually decline to a 4.5% annual rate of increase by the year 2028 for all beneficiaries.

        For purposes of determining the post-retirement benefit cost for the year ended December 31, 2013, 7.9% (Pre-65) and 8.1% (Post-65) annual rates of increase in the per capita cost of covered health care benefits were assumed. These annual rates of increase gradually decline to 4.5% by the year 2028.

        For purposes of determining the post-retirement benefit cost for the year ended December 31, 2012, 8.1% (Pre-65) and 8.4% (Post-65) annual rates of increase in the per capita cost of covered health care benefits were assumed. These annual rates of increase gradually decline to 4.5% by the year 2028.

F-74

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

9. RETIREMENT PLANS (Continued)

        Assumed health care trend rates have a significant effect on the amounts reported for the health care plans. A 1% change in assumed health care cost trend rates would have the following effects:

(in 000s)	1% Increase		1% Decrease
Effect on total service and interest cost	$	177	$	(142	)
Effect on the health care component of the accumulated post-retirement benefit obligation	$	253	$	(231	)

Other

        The Company's 401(k) plan covers all of its employees, including employees of its subsidiaries. Amounts determinable under the 401(k) Plan are contributed to a trust qualified under the Internal Revenue Code. During the years ended December 31, 2013 and 2012, the Company made contributions of approximately $4.8 million and $4.6 million, respectively, to the trust for matching 401(k) employee contributions. The Company's 401(k) plan has been amended to eliminate profit sharing contributions.

10. MUTUAL FUND INCENTIVE PROGRAM

        The Company maintains a multi-year mutual fund incentive program for certain employees that is funded by a secular trust. The secular trust acquires shares of the Nuveen mutual funds supporting the awards of these mutual fund shares under this incentive program. The awards are subject to vesting and certain other restrictions. Expense is recorded over the vesting period, which is the service period. During the years ended December 31, 2013, 2012, and 2011, the Company funded $35.1 million, $15.0 million and $30.3 million, respectively, for this mutual fund incentive program.

        Included in "Investments" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are approximately $36.5 million and $12.9 million, respectively, of investments underlying this mutual fund incentive program. These amounts represent the fair value of the remaining unvested investments for this program. All the investments underlying this incentive program are classified as "available-for-sale," with any change in fair value recorded in accumulated other comprehensive income, a separate component of equity.

        For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $14.4 million, $36.3 million and $12.4 million, respectively, of compensation expense for this program, which is reflected in "Compensation and benefits" on the accompanying consolidated statements of operations.

        At December 31, 2013 and 2012, the Company has liabilities of $11.3 million and $8.7 million, respectively, included in "Accrued compensation and other expenses" on its consolidated balance sheets for the mutual fund incentive program.

11. COMMITMENTS AND CONTINGENCIES

        For the years ended December 31, 2013, 2012, and 2011, rent expense for office space and equipment was $16.4 million, $16.6 million, and $16.2 million, respectively. Minimum rental

F-75

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

11. COMMITMENTS AND CONTINGENCIES (Continued)

commitments for office space and equipment, including estimated escalation for insurance, taxes and maintenance for the years 2014 through 2025, the last year for which there is a commitment, are as follows:

Year	Commitment
	(in 000s)
2014	$	16,607
2015		17,515
2016		18,053
2017		17,309
2018		17,286
Thereafter		88,438

Gresham Acquisition

        In connection with Nuveen's acquisition of Gresham in 2011, Nuveen became contingently liable to make additional purchase price payments to the sellers. There is no maximum as it relates to this additional contingent consideration. These payments are contingent upon the growth in Gresham's earnings before interest, taxes, depreciation and amortization during the five years ending 2016. Refer to Note 2, "Gresham Acquisition," for additional information. At December 31, 2013, the Company has $37.2 million recorded as the fair value of this contingent consideration on its consolidated balance sheet.

Private Equity Partnership Investments

        As of December 31, 2013 the Company's remaining unfunded commitment to invest in two outside private equity partnerships was $6.2 million. These private equity partnerships were organized for the purpose of making and managing investments in the asset management industry, including investments in businesses that manage assets on behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. As of December 31, 2013, the Company has invested $5.8 million of the total $12.0 million committed. The timing for the remaining investments is dependent on future capital calls.

Other

        From time to time, the Company and its subsidiaries are named as defendants in pending legal matters. In the opinion of management, based on current knowledge and after discussions with legal counsel, the outcome of such litigation will not have a material adverse effect on the Company's financial condition, results of operations or liquidity.

12. NET CAPITAL REQUIREMENT

        Nuveen Securities, LLC, the Company's wholly-owned broker-dealer subsidiary, is a Delaware limited liability company and is subject to the Securities and Exchange Commission Rule 15c3-1, the "Uniform Net Capital Rule," which requires the maintenance of minimum net capital and requires that

F-76

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

12. NET CAPITAL REQUIREMENT (Continued)

the ratio of aggregate indebtedness to net capital, as these terms are defined, shall not exceed 15 to 1. At December 31, 2013, Nuveen Securities, LLC's net capital ratio was 0.56 to 1 and its net capital was approximately $29.6 million, which is $28.5 million in excess of the required net capital of $1.1 million.

13. RECENT UPDATES TO AUTHORITATIVE ACCOUNTING LITERATURE

ASU No. 2013-08—Financial Services—Investment Companies (Topic 946):  Amendments to the Scope, Measurement, and Disclosure Requirements

        Accounting Standards Update ("ASU") No. 2013-08, "Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements," revises the criteria that define an investment company, clarifies measurement guidance for investment companies, and requires new disclosures. ASU 2013-08 is effective for an entity's interim and annual reporting periods in fiscal years beginning after December 15, 2013. Early adoption is prohibited. The Company is currently in the process of determining the impact ASU 2013-08 will have on its consolidated financial statements.

14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES

        As discussed in Note 6, "Debt," obligations under the 9¹/8% senior notes due 2017 and the 9¹/2% senior notes due 2020 are guaranteed by the Parent and each of the Company's present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries).

        The following tables present consolidating supplementary financial information for the issuer of the notes (Nuveen Investments, Inc.), the issuer's domestic guarantor subsidiaries, and the non-guarantor subsidiaries together with eliminations as of and for the periods indicated. The issuer's Parent is also a guarantor of the notes. The Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the MDP Transactions on November 13, 2007. Separate complete financial statements of the respective guarantors would not provide additional material information that would be useful in assessing the financial composition of the guarantors.

        As discussed in Note 10, "Mutual Fund Incentive Program," the Company carries approximately $36.5 million of mutual fund incentive program investments at December 31, 2013 on its consolidated balance sheet. Although these investments are included in "Investments" presented under the "Issuer of Notes—Nuveen Investments, Inc." column on the following guarantor consolidating balance sheet, these investments may not be pledged as collateral for the debt obligations under the 9¹/8% senior notes due 2017 and the 9¹/2% notes due 2020. These investments were purchased by a secular trust and the Company does not have access to these investments. The Company would only have access to these investments in the event that an employee receiving an award does not vest in their award.

        Consolidating financial information is as follows:

F-77

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEETS
December 31, 2013
(in 000s)

	Parent Windy City Investments, Inc.			Issuer of Notes Nuveen Investments, Inc.		Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding Consolidated VIEs and Funds		Consolidated VIEs and Funds		Consolidated VIE and Funds Eliminations			Consolidated
Assets
Cash and cash equivalents	$	20			11,663		238,685			73,369			(20	)		323,717		430,515		—		$	754,232
Cash segregated in compliance with federal and other regulations		—			—		—			1,000			—			1,000		—		—			1,000
Management fees, distribution fees, and reimbursable fund expenses receivable		—			—		115,771			22,427			—			138,198		—		—			138,198
Other receivables		(20	)		144,440		(139,220	)		11,308			20			16,528		277,402		—			293,930
Furniture, equipment and leasehold improvements*		—			—		86,057			3,899			—			89,956		—		—			89,956
Investments		—			207,124		13,316			405			—			220,845		5,880,598		(15,292	)		6,086,151
Investment in subsidiaries		566,683			856,786		439,688			(225	)		(1,862,932	)		—		—		—			—
Goodwill		—			2,166,302		303,667			329,151			—			2,799,120		—		—			2,799,120
Intangible assets*		—			2,299,271		124,704			249,900			—			2,673,875		—		—			2,673,875
Fair value of open derivatives		—			33,755		—			—			—			33,755		—		—			33,755
Other assets		—			622		12,221			3,645			—			16,488		3,918		—			20,406
Total assets	$	566,683			5,719,962		1,194,889			694,879			(1,862,932	)		6,313,482		6,592,433		(15,292	)	$	12,890,623
Liabilities and Equity
Short-Term Obligations:
Current taxes payable	$	—			1,721		(436	)		1,400			—			2,685		—		—			2,685
Accounts payable		—			2		6,092			9,585			—			15,679		—		—			15,679
Accrued compensation and other expenses		—			32,236		183,027			12,814			—			228,077		—		—			228,077
Other short-term liabilities		—			3,773		30,972			741			—			35,486		465,267		—			500,753
Total Short-Term Obligations		—			37,732		219,655			24,540			—			281,927		465,267		—			747,194
Long-Term Obligations:
Debt		—			4,482,668		—			—			—			4,482,668		5,997,505		(15,274	)		10,464,899
Deferred income tax liability, net		—			709,957		(3,821	)		702			—			706,838		—		—			706,838
Contingent consideration—Gresham acquisition		—			37,200		—			—			—			37,200		—		—			37,200
Other long-term liabilities		—			—		22,267			—			—			22,267		—		—			22,267
Total Long-Term Obligations		—			5,229,825		18,446			702			—			5,248,973		5,997,505		(15,274	)		11,231,204
Total Liabilities		—			5,267,557		238,100			25,242			—			5,530,899		6,462,773		(15,274	)		11,978,398
Redeemable noncontrolling interests		—			—		82,610			194,143			—			276,753		—		—			276,753
Nuveen Investments shareholders' equity		566,683			452,405		862,556			433,692			(1,862,932	)		452,405		114,278		—			566,683
Noncontrolling interests		—			—		11,623			41,802			—			53,425		15,382		(18	)		68,789
Total equity		566,683			452,405		874,179			475,494			(1,862,932	)		505,830		129,660		(18	)		635,472
Total liabilities, redeemable noncontrolling interests, and equity	$	566,683			5,719,962		1,194,889			694,879			(1,862,932	)		6,313,482		6,592,433		(15,292	)	$	12,890,623

*

At cost, less accumulated depreciation and amortization

**

Included in the "Intercompany Eliminations" column above are ($441,008) of eliminations that relate to Guarantor subsidiaries

F-78

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
For the year ended December 31, 2013
(in 000s)

	Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Intercompany Eliminations			Consolidated excluding consolidated VIEs and Funds			Consolidated VIEs and Funds			Consolidated
Operating revenues:
Investment advisory fees from assets under management	$	—		—			947,139			57,788			—			1,004,927			(27,513	)	$	977,414
Income from CLOs/CDO		—		—			—			—			—			—			50,830			50,830
Product distribution		—		—			322			20,303			—			20,625			—			20,625
Performance fees / other revenue		—		—			41,328			129,686			(120,221	)		50,793			(23,317	)		27,476
Total operating revenues		—		—			988,789			207,777			(120,221	)		1,076,345			—			1,076,345
Operating expenses:
Compensation and benefits		—		—			447,939			20,975			—			468,914			—			468,914
Severance		—		—			21,309			—			—			21,309			—			21,309
Advertising and promotional costs		—		—			13,502			141			—			13,643			—			13,643
Occupancy and equipment costs		—		—			47,752			1,725			—			49,477			—			49,477
Amortization of intangible assets		—		12,286			7,476			20,150			—			39,912			—			39,912
Travel and entertainment		—		456			15,950			1,439			—			17,845			—			17,845
Distribution expense		—		—			31,759			25,639			—			57,398			—			57,398
Outside and professional services		—		65			48,216			4,048			—			52,329			—			52,329
Other operating expenses		—		5,296			45,495			111,101			(120,221	)		41,671			—			41,671
Total operating expenses		—		18,103			679,398			185,218			(120,221	)		762,498			—			762,498
Operating other:
Contingent consideration		—		87,200			—			—			—			87,200			—			87,200
Other income/(expense)		—		(97,332	)		433			108			—			(96,791	)		—			(96,791	)
Net interest income/(expense)		—		(285,576	)		1,815			2			—			(283,759	)		—			(283,759	)
Consolidated VIEs and funds, net		—		—			—			—			—			—			11,862			11,862
Income/(loss) before taxes		—		(313,811	)		311,639			22,669			—			20,497			11,862			32,359
Income tax expense/(benefit)
Current		—		35,936			(39,871	)		4,700			—			765			—			765
Deferred		—		(38,240	)		(3,751	)		(1,159	)		—			(43,150	)		—			(43,150	)
Total income tax expense/(benefit)		—		(2,304	)		(43,622	)		3,541			—			(42,385	)		—			(42,385	)
Net income/(loss)		—		(311,507	)		355,261			19,128			—			62,882			11,862			74,744
Less: net income/(loss) attributable to noncontrolling interests		—		—			15,425			6,954			—			22,379			7,137			29,516
Net income/(loss) attributable to Nuveen Investments	$	—		(311,507	)		339,836			12,174			—			40,503			4,725		$	45,228

F-79

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended December 31, 2013
(in 000s)

	Parent Windy City Investments, Inc.		Issuer of Notes Nuveen Investments, Inc.			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Consolidated excluding consolidated VIEs and Funds			Consolidated VIEs and Funds			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	—		(311,507	)		355,261			19,128			62,882			11,862		$	74,744
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Net (income)/loss attributable to noncontrolling interests		—		—			(15,425	)		(6,954	)		(22,379	)		(7,137	)		(29,516	)
Net (income)/loss attributable to other consolidated variable interest entities		—		—			—			—			—			(4,725	)		(4,725	)
Deferred income taxes		—		(38,240	)		(3,751	)		(1,159	)		(43,150	)		—			(43,150	)
Depreciation of office property, equipment, and leaseholds		—		—			28,834			563			29,397			—			29,397
(Gain)/loss on sale of fixed assets and lease abandonment		—		—			909			56			965			—			965
Realized (gains)/losses from available-for-sale investments and other investment related		—		(8,198	)		(7,452	)		98			(15,552	)		—			(15,552	)
Amortization of intangible assets		—		12,286			7,476			20,150			39,912			—			39,912
Amortization of debt related items, net		—		10,108			—			—			10,108			—			10,108
Equity based compensation		—		—			35,490			—			35,490			—			35,490
Compensation expense for mutual fund incentive program		—		—			14,398			—			14,398			—			14,398
Loss on debt transactions		—		103,726			—			—			103,726			—			103,726
Contingent consideration		—		(87,200	)		—			—			(87,200	)		—			(87,200	)
Net change in working capital		—		215,652			(190,955	)		(7,670	)		17,027			—			17,027
Net cash provided by / (used in) operating activities		—		(103,373	)		224,785			24,212			145,624			—			145,624
Cash flow from financing activities
Proceeds from loans and notes payable, net of discount/including premium		—		3,061,251			—			—			3,061,251			—			3,061,251
Repayment of notes and loans payable, including call premium		—		(3,096,942	)		—			—			(3,096,942	)		—			(3,096,942	)
Debt issuance costs		—		(13,442	)		—			—			(13,442	)		—			(13,442	)
Purchase of noncontrolling interests		—		—			(4,322	)		—			(4,322	)		—			(4,322	)
Payments to noncontrolling interests less than/(in excess of) income allocation		—		—			301			(10,028	)		(9,727	)		—			(9,727	)
Dividends paid		—		—			(74	)		—			(74	)		—			(74	)
Conversion of right to receive class A units into class A units		—		—			(2,937	)		—			(2,937	)		—			(2,937	)
Deferred and restricted Class A unit payouts		—		—			(86	)		—			(86	)		—			(86	)
Net cash provided by / (used in) financing activities		—		(49,133	)		(7,118	)		(10,028	)		(66,279	)		—			(66,279	)
Cash flow from investing activities:
Purchase of office property and equipment		—		—			(17,147	)		(1,565	)		(18,712	)		—			(18,712	)
Proceeds from sales of investment securities		—		55,866			9,272			1			65,139			—			65,139
Purchases of investment securities		—		(56,974	)		(1,000	)		(11	)		(57,985	)		—			(57,985	)
Purchases of securities for mutual fund incentive program		—		(35,053	)		—			—			(35,053	)		—			(35,053	)
Distributions from consolidated variable interest entities		—		1,405			—			—			1,405			—			1,405
Net change in consolidated funds		—		—			—			—			—			(26,664	)		(26,664	)
Other		—		—			180			—			180			—			180
Net cash provided by / (used in) investing activities		—		(34,756	)		(8,695	)		(1,575	)		(45,026	)		(26,664	)		(71,690	)
Effect of exchange rates on cash and cash equivalents		—		—			27			82			109			—			109
Increase/(decrease) in cash and cash equivalents		—		(187,262	)		208,999			12,691			34,428			(26,664	)		7,764
Cash and cash equivalents
Beginning of year		20		198,925			29,686			61,678			290,289			457,179			747,468
End of period	$	20		11,663			238,685			74,369			324,717			430,515		$	755,232

F-80

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

15. RELATED PARTIES

Management Services Agreement

        Upon the closing of the MDP Transactions, the Company entered into a management services agreement with Madison Dearborn Partners ("MDP"), BAML (as defined below), and certain other equity investors in the Company pursuant to which they agreed to provide the Company with management, consulting, financial and other advisory services. Under this agreement, MDP, BAML, and the other equity investors party to this agreement are entitled to receive fees based on the amount of any future equity financing and the amount of any future debt financing arranged for the Company by them, in addition to reimbursement of out-of-pocket fees and expenses incurred in any such transaction(s). The management services agreement also contains customary indemnification provisions in favor of MDP, BAML, and the other equity investors party thereto. Although no management fees have been paid to MDP at any time since the MDP Transactions, BAML and other equity investors have received various fees in connection with the Company's recent debt transactions (refer to Note 6, "Debt".) As of December 31, 2013, the MDP management services agreement has been terminated.

MDP Investment in a CLO managed by Symphony

        In 2007, an affiliate of MDP purchased approximately $34.2 million of subordinated notes issued by Symphony CLO V. Symphony CLO V is a Cayman Islands limited company formed to issue multiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and other debt obligations. (Refer to Note 3, "Consolidated Variable Interest Entities"). The subordinated notes are not entitled to interest at a stated rate, but are entitled to receive all amounts remaining, if any, after all other obligations of Symphony CLO V have been satisfied in accordance with the priority of payments set forth in the Symphony CLO V governing documents.

MDP Profits Interest in Windy City Investments Holdings, LLC

        Upon the consummation of the MDP Transactions in November 2007, MDP received a special $34.2 million profits interest in Windy City Investments Holdings, LLC (which indirectly holds 100% of the equity interests of the Company) ("Holdings") in the form of Class A-Prime Units.

Bank of America Disaffiliation and Related Transactions

        Upon completion of the MDP Transactions, affiliates of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML.

        During February 2011, Holdings, MDP (through its affiliated investment funds), BAML, and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML, and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' limited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that

F-81

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

15. RELATED PARTIES (Continued)

BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow the Company to reduce the level of regulatory-based restrictions that had historically limited the Company's ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain of the Company's directors and officers were given the opportunity to purchase equity interests in Holdings on substantially the same terms as those offered and sold in connection with the Disaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings to Monarch Opportunities Holdings, LLC (an affiliate of Partners Group Holding AG).

Transactions with Bank of America and U.S. Bancorp

        Upon completion of the MDP Transactions, BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its remaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML held equity interests in Holdings, the Company regularly engaged in business transactions with Bank of America and its affiliates for the distribution of the Company's open-end funds, closed-end funds, and other products and investment advisory services. The Company continues to engage in such transactions. For example, the Company participated in "wrap-fee" retail managed account and other programs sponsored by Bank of America and its affiliates through which the Company's investment services were made available to high-net-worth and institutional clients. In addition, the Company served as sub-advisor to various funds sponsored by Bank of America and its affiliates.

        As a result of the Company's acquisition of the FAF business in 2010 (the "FAF Transaction"), Firstar Capital Corporation, an affiliate of U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, the Company entered into a strategic investment services agreement with U.S. Bank National Association, an affiliate of U.S. Bancorp, pursuant to which the Company has an ongoing distribution relationship with U.S. Bancorp for a period of five years following the close of the FAF transaction. The Company agreed to provide certain research and other portfolio services to U.S. Bancorp in exchange for fees, which, for the years ended December 31, 2013 and 2012, totaled approximately $5.3 million and $5.1 million, respectively. U.S. Bank National Association served as the trustee under the Company's 10.5% senior notes and also as the tender agent in the redemption of such notes (refer to Note 6, "Debt"). U.S. Bank National Association also serves as trustee under the Company's 9¹/8% Senior Notes due 2017 and 9¹/2% Senior Notes due 2020.

Nuveen Mutual Funds

        The Company considers its mutual funds to be related parties due to the influence the Company has over such mutual funds as a result of the Company's advisory relationship.

F-82

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2013

(in thousands, except unit/share and per unit/share data)

16. SUBSEQUENT EVENTS

        The Company has evaluated subsequent events under the provisions of FASB Topic 855-10 and has determined that, through March 13, 2014, the date that these audited consolidated financial statements have first been made available, there were no events occurring subsequent to December 31, 2013, 2012, or 2011 fitting the criteria of FASB Topic 855-10 that needed to be reflected on the Company's consolidated balance sheets as of December 31, 2013 or 2012, or the Company's consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011.

        The following information describes key events that transpired subsequent to December 31, 2013:

Symphony CLO I, Ltd.

        During January 2014, Symphony Asset Management LLC, one of the Company's subsidiaries and Collateral Manager of Symphony CLO I, Ltd. ("CLO I") (refer to Note 3, "Consolidated Variable Interest Entities"), announced that CLO I had been redeemed. The Redemption Date for the Rated Notes was February 18, 2014.

Mutual Fund Program

        On January 31, 2014, the Company distributed $8.2 million related to its Mutual Fund Incentive Program (as further discussed in Note 10, "Mutual Fund Incentive Program").

Winslow Contingent Consideration Payment

        On February 18, 2014, the Company paid $16.3 million to the former owners of Winslow related to the contingent consideration provided for in the Winslow acquisition agreement. This amount was accrued for at December 31, 2013. After this payment, there will no longer be any remaining potential contingent consideration related to the Winslow acquisition.

F-83

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Delaware Corporations

        Nuveen Investments, Inc., Windy City Investments, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc. (collectively, the "Delaware Corporations") are incorporated under the laws of Delaware. Section 145(a) of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

        Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a

II-1

director or officer of the corporation at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

        Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

        Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

        Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

        The certificate of incorporation and/or bylaws of each of the Delaware Corporations provide for the indemnification of officers and directors and limits the personal liability of directors for monetary damages for breach of their fiduciary duties as a director, in each case, to the fullest extent permitted by the DGCL. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. The Delaware Corporations also maintain insurance coverage on behalf of officers and directors.

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Delaware Limited Liability Companies

        Nuveen Asset Management, LLC, Nuveen Commodities Asset Management, LLC, Nuveen Fund Advisors, LLC, Nuveen NWQ Holdings, LLC, Nuveen Tradewinds Holdings, LLC, Nuveen WCM Holdings, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC (collectively, the "Delaware LLCs") are limited liability companies organized under the laws of Delaware. Section 18-108 of the Delaware Limited Liability Company Act ("DLLCA") empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. In accordance with these provisions, the limited liability company agreement of each of the Delaware LLCs provides for the indemnification of officers and managers to the fullest extent authorized by the DLLCA, provided however, that officers and managers are generally not entitled to indemnification for losses arising as a result of gross negligence or willful misconduct. The Delaware LLCs also maintain insurance coverage on behalf of officers and directors.

California Limited Liability Companies

        Symphony Asset Management LLC ("Symphony") is a limited liability company organized under the laws of California. Section 17704.08(a) of the California Revised Uniform Limited Liability Company Act ("RULLCA") provides that a California limited liability company shall indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member's or manager's activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with its fiduciary duties of loyalty and care owed to the limited liability company and to its members. In addition, Section 17701.05(l) of RULLCA provides limited liability companies with the power to indemnify or hold harmless any other person for any other losses. Section 17701.10(g) of RULLCA provides that an operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 17704.08(a) of RULLCA and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for (1) breach of the duty of loyalty, (2) a financial benefit received by the member or manager to which the member or manager is not entitled, (3) a member's liability for excess distributions under Section 17704.06 of RULLCA, (4) intentional infliction of harm on the limited liability company or a member and (5) an intentional violation of criminal law. The operating agreement of Symphony provides for the indemnification of officers and managers to the fullest extent permitted by RULLCA, provided however, that officers and managers are generally not entitled to indemnification for losses arising as a result of gross negligence or willful misconduct. Symphony also maintains insurance coverage on behalf of officers and directors.

Item 21.    Exhibits and Financial Statement.

        (a)   Exhibits.

Exhibit Number		Description
	3.1	Amended and Restated Certificate of Incorporation of Nuveen Investments, Inc.
	3.2	By-Laws of Nuveen Investments, Inc.
	3.3	Certificate of Incorporation of Windy City Investments, Inc.
	3.4	By-Laws of Windy City Investments, Inc.
	3.5	Certificate of Formation of Nuveen Asset Management, LLC

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Exhibit Number		Description
	3.6	Certificate of Formation of Nuveen Commodities Asset Management, LLC
	3.7	Certificate of Formation of Nuveen Fund Advisors, LLC
	3.8	Certificate of Incorporation of Nuveen Investments Advisers Inc.
	3.9	By-Laws of Nuveen Investments Advisers Inc.
	3.10	Certificate of Incorporation of Nuveen Investments Holdings, Inc.
	3.11	By-Laws of Nuveen Investments Holdings, Inc.
	3.12	Certificate of Formation of Nuveen NWQ Holdings, LLC
	3.13	Certificate of Formation of Nuveen Tradewinds Holdings, LLC
	3.14	Certificate of Formation of Nuveen WCM Holdings, LLC
	3.15	Certificate of Formation of NWQ Investment Management Company, LLC
	3.16	Certificate of Formation of Santa Barbara Asset Management, LLC
	3.17	Articles of Organization of Symphony Asset Management LLC
	3.18	Certificate of Formation of Tradewinds Global Investors, LLC
	3.19	Certificate of Formation of Winslow Capital Management, LLC
	4.1	Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017
	4.2	Form of Note relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 (attached as exhibit to Exhibit 4.1)
	4.3	Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017
	4.4	Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020
	4.5	Form of Note relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020 (attached as exhibit to Exhibit 4.4)
	4.6	Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020
	5.1	Opinion of Winston & Strawn LLP
	10.1	Credit Agreement, dated as of November 13, 2007, as amended and restated as of September 19, 2012, and amended as of October 11, 2012, February 28, 2013 and April 29, 2013, among Windy City Investments, Inc., Nuveen Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent, and the various lenders party thereto

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Exhibit Number		Description
	10.2	Second Amended and Restated Guarantee and Collateral Agreement, dated as of November 13, 2007, as amended and restated as of February 29, 2012, and amended as of April 29, 2013, among Windy City Investments,  Inc., Nuveen Investments, Inc., the grantors party thereto, and Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent
	10.3	Intercreditor Agreement, dated as of February 29, 2012, as amended as of October 11, 2012, by Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent
	10.4	Nuveen Investments 2013 Mutual Fund Investment Plan*
	10.5	Form of Time-Vested Deferred Unit Issuance Agreement*
	10.6	Form of Performance-Vested Deferred Unit Issuance Agreement*
	10.7	Form of Deferred Incentive Unit Issuance Agreement*
	10.8	Form of 2007 Class A Unit Purchase Agreement*
	10.9	Form of 2011 Class A Unit Purchase Agreement*
	10.10	Form of Continuing Deferred Class A Unit Grant Agreement*
	10.11	Form of Special Deferred Unit Issuance Agreement*
	10.12	Second Amended and Restated Unitholders Agreement, dated as of October 11, 2010*
	10.13	Employment Agreement, dated as of November 1, 2002, between Nuveen Investments, Inc. and John P. Amboian, as amended on January 1, 2008 and May 1, 2013*
	10.14	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and Glenn R. Richter, as amended on September 30, 2012*
	10.15	Employment Agreement, effective as of December 31, 2010, between Nuveen Investments, Inc. and Thomas S. Schreier, Jr.*
	10.16	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and William Adams IV*
	10.17	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and John L. MacCarthy*
	12.1	Computation of Ratio of Earnings to Fixed Charges
	21.1	Subsidiaries of Nuveen Investments, Inc.
	23.1	Consent of KPMG LLP
	23.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (included on signature page)
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 and the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9. 5% Senior Notes due 2020

II-5

Exhibit Number		Description
	99.1	Form of Letter of Transmittal
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.3	Form of Letter to Clients
	99.4	Form of Notice of Guaranteed Delivery

*

Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

        (b)   Financial Statement Schedules.

        Financial statement schedules are omitted because they are not applicable or not required, or because the information is included herein in our financial statements and/or the notes related thereto.

II-6

Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

        (4)   that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

        (5)   that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-7

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c)   Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrants in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN INVESTMENTS, INC.
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Director and Chief Executive Officer (Principal Executive Officer)	March 13, 2014
/s/ GLENN R. RICHTER Glenn R. Richter	Executive Vice President, Chief Operating Officer and Principal Financial Officer (Principal Financial Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director, Corporate Controller and Principal Accounting Officer (Principal Accounting Officer)	March 13, 2014
/s/ TERRANCE R. DOLAN Terrance R. Dolan	Director	March 13, 2014

II-9

Signature	Title	Date
/s/ VAHE A. DOMBALAGIAN Vahe A. Dombalagian	Director	March 13, 2014
/s/ FREDERICK W. EUBANK II Frederick W. Eubank II	Director	March 13, 2014
/s/ TIMOTHY M. HURD Timothy M. Hurd	Director	March 13, 2014
/s/ EDWARD M. MAGNUS Edward M. Magnus	Director	March 13, 2014
/s/ SAMUEL M. MENCOFF Samuel M. Mencoff	Director	March 13, 2014
/s/ EUGENE S. SUNSHINE Eugene S. Sunshine	Director	March 13, 2014
/s/ MARK B. TRESNOWSKI Mark B. Tresnowski	Director	March 13, 2014
/s/ PETER S. VOSS Peter S. Voss	Director	March 13, 2014

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

WINDY CITY INVESTMENTS, INC.
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Director and Chief Executive Officer (Principal Executive Officer)	March 13, 2014
/s/ GLENN R. RICHTER Glenn R. Richter	Executive Vice President, Chief Operating Officer and Principal Financial Officer (Principal Financial Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director, Corporate Controller and Vice President (Principal Accounting Officer)	March 13, 2014
/s/ TERRANCE R. DOLAN Terrance R. Dolan	Director	March 13, 2014

II-11

Signature	Title	Date
/s/ VAHE A. DOMBALAGIAN Vahe A. Dombalagian	Director	March 13, 2014
/s/ FREDERICK W. EUBANK II Frederick W. Eubank II	Director	March 13, 2014
/s/ TIMOTHY M. HURD Timothy M. Hurd	Director	March 13, 2014
/s/ EDWARD M. MAGNUS Edward M. Magnus	Director	March 13, 2014
/s/ SAMUEL M. MENCOFF Samuel M. Mencoff	Director	March 13, 2014
/s/ EUGENE S. SUNSHINE Eugene S. Sunshine	Director	March 13, 2014
/s/ MARK B. TRESNOWSKI Mark B. Tresnowski	Director	March 13, 2014
/s/ PETER S. VOSS Peter S. Voss	Director	March 13, 2014

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN ASSET MANAGEMENT, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Executive Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President and Secretary of Nuveen Fund Advisors, LLC, its Managing Member (Principal Executive Officer)	March 13, 2014

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN COMMODITIES ASSET MANAGEMENT, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN FUND ADVISORS, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Executive Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN INVESTMENTS ADVISERS INC.
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer and President

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Director, Chief Executive Officer and President (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director, Vice President and Corporate Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ GLENN R. RICHTER Glenn R. Richter	Director	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Director	March 13, 2014

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN INVESTMENTS HOLDINGS, INC.
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer and President

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Director, Chief Executive Officer and President (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Corporate Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ GLENN R. RICHTER Glenn R. Richter	Director	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Director	March 13, 2014

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN NWQ HOLDINGS, LLC
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer and President

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN TRADEWINDS HOLDINGS, LLC
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer and President

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NUVEEN WCM HOLDINGS, LLC
By:	/s/ JOHN P. AMBOIAN
	Name:	John P. Amboian
	Title:	Chief Executive Officer and President

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Managing Director and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

NWQ INVESTMENT MANAGEMENT COMPANY, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President of Nuveen NWQ Holdings, LLC, its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Vice President and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President and Secretary of Nuveen NWQ Holdings, LLC, its Managing Member	March 13, 2014

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

SANTA BARBARA ASSET MANAGEMENT, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Vice President and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member	March 13, 2014

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

SYMPHONY ASSET MANAGEMENT, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President of Nuveen Investments Holdings, Inc., its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Vice President and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President and Secretary of Nuveen Investments Holdings, its Managing Member	March 13, 2014

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

TRADEWINDS GLOBAL INVESTORS, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer of Nuveen Investments, Inc., its Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Vice President and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Member	March 13, 2014

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

WINSLOW CAPITAL MANAGEMENT, LLC
By:	/s/ JOHN L. MACCARTHY
	Name:	John L. MacCarthy
	Title:	Vice President and Secretary

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. AMBOIAN John P. Amboian	Chief Executive Officer and President of Nuveen WCM Holdings, LLC, its Managing Member (Principal Executive Officer)	March 13, 2014
/s/ SHERRI A. HLAVACEK Sherri A. Hlavacek	Vice President and Controller (Principal Financial and Accounting Officer)	March 13, 2014
/s/ JOHN L. MACCARTHY John L. MacCarthy	Executive Vice President and Secretary of Nuveen WCM Holdings, LLC, its Managing Member	March 13, 2014

II-25

EXHIBIT INDEX

Exhibit Number		Description
	3.1	Amended and Restated Certificate of Incorporation of Nuveen Investments, Inc.
	3.2	By-Laws of Nuveen Investments, Inc.
	3.3	Certificate of Incorporation of Windy City Investments, Inc.
	3.4	By-Laws of Windy City Investments, Inc.
	3.5	Certificate of Formation of Nuveen Asset Management, LLC
	3.6	Certificate of Formation of Nuveen Commodities Asset Management, LLC
	3.7	Certificate of Formation of Nuveen Fund Advisors, LLC
	3.8	Certificate of Incorporation of Nuveen Investments Advisers Inc.
	3.9	By-Laws of Nuveen Investments Advisers Inc.
	3.10	Certificate of Incorporation of Nuveen Investments Holdings, Inc.
	3.11	By-Laws of Nuveen Investments Holdings, Inc.
	3.12	Certificate of Formation of Nuveen NWQ Holdings, LLC
	3.13	Certificate of Formation of Nuveen Tradewinds Holdings, LLC
	3.14	Certificate of Formation of Nuveen WCM Holdings, LLC
	3.15	Certificate of Formation of NWQ Investment Management Company, LLC
	3.16	Certificate of Formation of Santa Barbara Asset Management, LLC
	3.17	Articles of Organization of Symphony Asset Management LLC
	3.18	Certificate of Formation of Tradewinds Global Investors, LLC
	3.19	Certificate of Formation of Winslow Capital Management, LLC
	4.1	Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017
	4.2	Form of Note relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 (attached as exhibit to Exhibit 4.1)
	4.3	Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017
	4.4	Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020
	4.5	Form of Note relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020 (attached as exhibit to Exhibit 4.4)

II-26

Exhibit Number		Description
	4.6	Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020
	5.1	Opinion of Winston & Strawn LLP
	10.1	Credit Agreement, dated as of November 13, 2007, as amended and restated as of September 19, 2012, and amended as of October 11, 2012, February 28, 2013 and April 29, 2013, among Windy City Investments, Inc., Nuveen Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent, and the various lenders party thereto
	10.2	Second Amended and Restated Guarantee and Collateral Agreement, dated as of November 13, 2007, as amended and restated as of February 29, 2012, and amended as of April 29, 2013, among Windy City Investments, Inc., Nuveen Investments, Inc., the grantors party thereto, and Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent
	10.3	Intercreditor Agreement, dated as of February 29, 2012, as amended as of October 11, 2012, by Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent
	10.4	Nuveen Investments 2013 Mutual Fund Investment Plan*
	10.5	Form of Time-Vested Deferred Unit Issuance Agreement*
	10.6	Form of Performance-Vested Deferred Unit Issuance Agreement*
	10.7	Form of Deferred Incentive Unit Issuance Agreement*
	10.8	Form of 2007 Class A Unit Purchase Agreement*
	10.9	Form of 2011 Class A Unit Purchase Agreement*
	10.10	Form of Continuing Deferred Class A Unit Grant Agreement*
	10.11	Form of Special Deferred Unit Issuance Agreement*
	10.12	Second Amended and Restated Unitholders Agreement, dated as of October 11, 2010*
	10.13	Employment Agreement, dated as of November 1, 2002, between Nuveen Investments, Inc. and John P. Amboian, as amended on January 1, 2008 and May 1, 2013*
	10.14	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and Glenn R. Richter, as amended on September 30, 2012*
	10.15	Employment Agreement, effective as of December 31, 2010, between Nuveen Investments, Inc. and Thomas S. Schreier, Jr.*
	10.16	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and William Adams IV*
	10.17	Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and John L. MacCarthy*
	12.1	Computation of Ratio of Earnings to Fixed Charges
	21.1	Subsidiaries of Nuveen Investments, Inc.
	23.1	Consent of KPMG LLP

II-27

Exhibit Number		Description
	23.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (included on signature page)
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association as trustee under the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 and the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9. 5% Senior Notes due 2020
	99.1	Form of Letter of Transmittal
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.3	Form of Letter to Clients
	99.4	Form of Notice of Guaranteed Delivery

*

Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

II-28

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

NUVEEN INVESTMENTS, INC.

ARTICLE ONE

The name of the corporation is Nuveen Investments, Inc.

ARTICLE TWO

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of common stock, with a par value of $0.01 per share.

ARTICLE FIVE

The corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, (i) a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director and (ii) the corporation shall indemnify its officers and directors. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE NINE

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TEN

The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The number of directors of the corporation shall be as from time to time fixed by, or in the manner provided in, the by-laws of the corporation.

ARTICLE ELEVEN

Subject to receipt of any necessary stockholder approvals as required by the laws of the State of Delaware, the corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.2

Exhibit 3.2

BY-LAWS

OF

NUVEEN INVESTMENTS, INC.

A Delaware corporation

(Adopted as of November 13, 2007)

ARTICLE I

OFFICES

Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be located at Delaware is 160 Greentree, Suite 160, in the City of Dover, County of Kent, 19904. The name of the corporation’s registered agent at such address shall be National Registered Agents, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2.Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2.Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.

Section 3.Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4.Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7.Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9.Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any

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amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11.Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1.General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2.Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4.Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5.Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any member of the board of directors on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, by telegraph, or by electronic transmission.

Section 7.Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 8.Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10.Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11.Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12.Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1.Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2.Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5.Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6.The President. The president shall be the chief executive officer of the corporation and, subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7.Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the

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restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8.The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9.The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10.Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11.Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s

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place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to

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indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7.Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8.Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent

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corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2.Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the

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corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3.              Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4.              Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5.              Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6.              Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7.              Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1.              Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.              Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3.              Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4.              Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in

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this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5.              Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.              Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.              Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.              Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.              Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.            Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

WINDY CITY INVESTMENTS, INC.

ARTICLE ONE

The name of the corporation is Windy City Investments, Inc.

ARTICLE TWO

The address of the registered office of the corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, Kent County, Delaware 19801. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of common stock, with a par value of $0.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Joan D. Donovan	200 East Randolph Drive
	Suite 5700
	Chicago, Illinois 60601

ARTICLE SIX

The corporation is to have perpetual existence.

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ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, (i) a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director and (ii) the corporation shall indemnify its officers and directors. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The number of directors of the corporation shall be as from time to time fixed by, or in the manner provided in, the by-laws of the corporation.

ARTICLE TWELVE

Subject to receipt of any necessary stockholder approvals as required by the laws of the State of Delaware, the corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

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I, THE UNDERSIGNED, being the sole incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 18th day of June, 2007.

/s/ Joan D. Donovan

Joan D. Donovan, Sole Incorporator

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STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

The Board of Directors of Windy City Investments, Inc., a Delaware Corporation, on this 4th day of May, A.D. 2009, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 4thday of May, A.D., 2009.

BY:	/s/ Sherri Hlavacek
	Authorized Officer
Name:	Sherri Hlavacek
	Print or Type
Title:	SVP Finance

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION OF

WINDY CITY INVESTMENTS, INC.

Windy City Investments, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

FIRST. This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on June 18, 2007 (the “Certificate of Incorporation”).

SECOND. That “Article Four” of the Certificate of Incorporation is hereby amended by deleting such Article in its entirety and replacing it with the following new “Article Four”:

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 5,000 shares of common stock, with a par value of $0.002789 per share. On December 31, 2012, each issued and outstanding share of common stock shall, without any further action on the part of any person or entity, be reclassified and subdivided into 3.5848249309945 fully paid and non-assessable shares of common stock. The aggregate amount of stated capital represented by such shares of common stock reclassified and subdivided pursuant to this Article FOUR shall not be increased solely by reason of the reclassification and subdivision.

THIRD. That the Board of Directors of the Corporation, by unanimous written consent in lieu of a meeting, adopted a resolution approving and declaring advisable the amendment to the Certificate of Incorporation specified in Article “SECOND” hereof in accordance with Section 141(f) of the DGCL.

FOURTH. That the stockholder holding all of the issued and outstanding shares of capital stock of the Corporation, in lieu of a meeting and vote, has given its written consent to the amendment to the Certificate of Incorporation specified in Article “SECOND” hereof in accordance with the Section 228(a) of the DGCL.

FIFTH. That the amendment to the Certificate of Incorporation specified in Article “SECOND” hereof was duly authorized and adopted in accordance with the provisions of Section 242 of the DGCL.

SIXTH. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

SEVENTH. This Certificate of Amendment shall be effective on December 31, 2012.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 27th day of December, 2012.

WINDY CITY INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Its: Executive Vice President

EX-3.4

Exhibit 3.4

BY-LAWS

OF

WINDY CITY INVESTMENTS, INC.

A Delaware corporation

(Adopted as of June 18, 2007)

ARTICLE I

OFFICES

Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be located at Delaware is 160 Greentree, Suite 160, in the City of Dover, County of Kent, 19904. The name of the corporation’s registered agent at such address shall be National Registered Agents, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2.Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2.Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.

Section 3.Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4.Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7.Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9.Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any

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amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11.Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1.General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2.Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4.Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5.Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any member of the board of directors on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, by telegraph, or by electronic transmission.

Section 7.Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 8.Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10.Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11.Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12.Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1.Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2.Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5.Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6.The President. The president shall be the chief executive officer of the corporation and, subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7.Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the

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restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8.The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9.The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10.Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11.Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s

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place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to

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indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7.Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8.Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent

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corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2.Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the

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corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3.Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4.Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5.Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6.Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7.Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1.Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3.Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4.Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in

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this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

NUVEEN ASSET MANAGEMENT, LLC

This Certificate of Formation of Nuveen Asset Management, LLC (the “Company”), dated October 5, 2010, is being duly executed and filed by Melissa L. Hagan, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST. The name of the limited liability company hereby formed is “Nuveen Asset Management, LLC”.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ Melissa L. Hagan
Name:	Melissa L. Hagan
Title:	Authorized Person

EX-3.6

Exhibit 3.6

CERTIFICATE OF FORMATION

OF

NUVEEN COMMODITIES ASSET MANAGEMENT, LLC

This Certificate of Formation is being executed as of October 31, 2005 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Delaware LLC Act”).

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

1.               Name. The name of the limited liability company is Nuveen Commodities Asset Management, LLC (the “Company”).

2.               Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3.               Effective Time. This Certificate shall be effective upon its filing in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Larry W. Martin

Name: Larry W. Martin

Authorized Person

EX-3.7

Exhibit 3.7

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

NUVEEN FUND ADVISORS, LLC

This Certificate of Formation of Nuveen Fund Advisors, LLC (the “Company”) is being executed and delivered by Lucas A. Satre, as an authorized person, to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

FIRST.  The name of the limited liability company formed hereby is “Nuveen Fund Advisors, LLC”.

SECOND.  The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

FOURTH.  This Certificate of Formation shall be effective at 11:59 p.m. EST on December 31, 2012.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 19th day of December, 2012.

By:	/s/ Lucas A. Satre
	Name:	Lucas A. Satre
	An Authorized Person

EX-3.8

Exhibit 3.8

CERTIFICATE OF INCORPORATION

OF

NUVEEN INVESTMENTS ADVISERS INC.

* * * * * * * * * * * * *

FIRST: The name of the corporation is NUVEEN INVESTMENTS ADVISERS INC. (the “Corporation”).

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, one cent ($.01) par value per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Jose A. Visaya	333 W. Wacker Drive
	Suite 3300
	Chicago, IL 60606

SIXTH: The original bylaws of the Corporation shall be adopted by the incorporator. Thereafter, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the bylaws) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

EIGHTH: (1) Each person who is or was a director or officer of the Corporation or a subsidiary of the Corporation and each person who serves or served at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall

1

be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the provisions of the Delaware General Corporation Law as it may from time to time be amended. Each person who is or was an employee or agent of this Corporation, and each person who serves or has served at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, may be similarly indemnified at the discretion of the Board of Directors. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than provided in this Article.

(2) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) pursuant to Section 174 of the Delaware Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

(3) No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the right to indemnification or liability or alleged liability of any person who is or was director or officer of the Corporation or a subsidiary of the Corporation or any person who serves or served at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (or the heirs, executors, administrators and estates of any such persons), for or with respect to any acts or omissions of such person occurring prior to such amendment.

NINTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are grated subject to this reservation.

IN WITNESS WHEREOF, the undersigned has made, signed and acknowledged this Certificate this 9th day of September 2002.

/s/ Jose A. Visaya

Jose A. Visaya

Incorporator

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EX-3.9

Exhibit 3.9

NUVEEN INVESTMENTS ADVISERS INC.

BYLAWS

ARTICLE I.

CORPORATE OFFICES

Section 1.Delaware Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2.Other Offices. The corporation may also have offices at such other places, both within and outside the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1.Time and Place. A meeting of stockholders for any purpose may be held at such time and place, within or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual Meetings. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which the stockholders shall elect a board of directors and transact such other business as may properly come before the meeting.

Section 3.Special Meetings. Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the managing executive director and shall be called by the managing executive director or secretary at the request in writing of a majority of the whole board of directors, or at the request in writing of stockholders owning a majority of the capital stock of the corporation outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4.Notice of Meetings. Written notice of a meeting, annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting stating the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days, or if a vote of stockholders on a merger or consolidation is one of the stated purposes of the meeting, not less than twenty nor more than sixty days before the date of the meeting.

Section 5.Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare or cause to be prepared and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of

shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held: The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 6.Quorum. The holders of a majority of the stock outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise required by law or by the certificate of incorporation. If, however, such quorum shall not be present or represented at a meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the place, date and hour of the adjourned meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7.Required Vote. Each election of directors or others shall be determined by a plurality vote, and, except as otherwise required by law or by the certificate of incorporation, each other matter shall be determined by the affirmative vote of a majority of the shares present in person or represented by proxy.

Section 8.Voting. Unless otherwise required by law or by the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 9.Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes mat would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation in the manner required by this section, written consents signed by a sufficient number of holders or members to take action are delivered to the corporation. Delivery to the corporation shall be made to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the

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corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1.Number and Term. The number of directors constituting the whole board shall be two (2). Directors shall be elected at annual meetings of stockholders, except as provided in Section 2 of this article, and each director shall hold office until a successor is elected and qualified or until that director’s earlier resignation or removal. Directors need not be stockholders.

Section 2.Vacancies. Except as otherwise required by law or by the certificate of incorporation, any vacancy on the board of directors, including a newly created directorship, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then an election of directors may be held in the manner provided by law.

Section 3.Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 4.Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or outside the state of Delaware.

Section 5.Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. In the event such meeting is not held at the time and place specified in the preceding sentence, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board or as shall be specified in written waivers signed by all of the directors. Other regular meetings of the board may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 6.Special Meetings. Special meetings of the board of directors may be called by the managing executive director and shall be called by the managing executive director or secretary on the written request of two directors, on not less then two days’ notice to each director, either personally or by mail or by facsimile or by telegram or by overnight courier.

Section 7.Quorum. At any meeting of the board of directors a majority of the whole board of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the

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board of directors, except as otherwise required by law or by the certificate of incorporation. If there is not a quorum at a meeting of the board, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8.Action by Written Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 9.Participation with Communications Equipment. Unless otherwise restricted by law or by the certificate of incorporation or these bylaws, members of the board of directors, or of any committee designated by the board of directors, may participate in a meeting of the board of directors, or of any committee, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting by such means shall constitute presence at the meeting.

Section 10.Committees of Directors. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require the seal; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular minutes of its meetings and shall furnish them to the board of directors when required.

Section 11.Compensation of Directors. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors. The receipt of such compensation shall not preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. The directors may be reimbursed for any expenses of attending meetings of the board of directors and of committees of the board.

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ARTICLE IV.

NOTICES

Section 1.Method of Giving Notice. Whenever, under any provision of law or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing by mail. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to such director or stockholder, at that person’s address as it appears on the records of the corporation. Notice to directors may also be given by telegram or via facsimile or via overnight courier.

Section 2.Waiver of Notice. Whenever notice is required to be given under any provision of law or of the certificate of incorporation or of these bylaws, a written waiver of such notice, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V.

OFFICERS

Section 1.Offices. The officers of the corporation, shall be elected by the board of directors and shall be a chairman, president, a secretary and a treasurer. In addition, the board of directors may elect one or more managing directors, vice presidents, and one or more assistant secretaries, assistant treasurers and other subordinate officers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2.Annual Election. The board of directors at its first meeting after each annual meeting of stockholders shall elect a managing executive director, a secretary and a treasurer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

Section 3.Additional Officers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.Compensation of Officers. The compensation of all officers and agents of the corporation shall be fixed by or under the direction of the board of directors.

Section 5.Term of Office and Vacancy. Each officer shall hold office until a successor is chosen and qualifies or until the officer’s earlier resignation or removal. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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Section 6.Chairman. The chairman (a) shall be the principal executive officer of the corporation, (b) shall preside at all meetings of the stockholders and the board of directors, (c) shall have general management oversight of the business and affairs of the corporation, (d) shall see that all orders and resolutions of the board of directors are carried into effect and (e) shall have the power to execute bonds, mortgages and other contracts, agreements and instruments, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 7.Vice Chairman. Each vice chairman shall perform such other duties and have such powers as the board of directors may prescribe from time to time.

Section 8.President. The president (a) shall, in the absence of the chairman, be the principal executive officer of the corporation, (b) shall preside at all meetings of the stockholders and the board of directors, (c) shall have general management oversight of the business and affairs of the corporation, (d) shall see that all orders and resolutions of the board of directors are carried into effect and (e) shall have the power to execute bonds, mortgages and other contracts, agreements and instruments, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 9.Vice Presidents. Each vice president shall perform such other duties and have such powers as the board of directors may prescribe from time to time.

Section 10.Secretary. The secretary shall (a) attend all meetings of the board of directors and all meetings of the stockholders and record all of the proceedings of the meetings of the board of directors and of the stockholders in a book to be kept for that purpose and perform like duties for the standing committees when required, (b) give, or cause to be given, notice of all special meetings of the board of directors and all meetings of the stockholders and (c) perform such other duties as may be prescribed by the board of directors or the managing executive director, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and shall have authority to affix it to any instrument requiring the seal, and when so affixed, the seal may be attested by the signature of such officer. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by signature.

Section 11.Assistant Secretaries. The assistant secretary (or if there be more than one, the assistant secretaries in the order determined by the board of directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the secretary or in the event of the disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

Section 12.Treasurer. The treasurer shall (a) have custody of the corporate funds and securities, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, (c) deposit all moneys and other valuable effects in the name and to the credit

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of the corporation in such depositories as may be designated by the board of directors, (d) disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, (e) render to the managing executive director and the board of directors, at its regular meetings, or when the board of directors so requests, an account of all the transactions of the treasurer and of the financial condition of the corporation, and (f) perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

Section 13.Assistant Treasurers. The assistant treasurer (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the treasurer or in the event of the disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors or the managing executive director may from time to time prescribe.

ARTICLE VI.

STOCK CERTIFICATES

Section 1.Right of Holder to Certificate. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the managing executive director or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by the holder in the corporation.

Section 2.Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of issue.

Section 3.Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of mat fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation in connection with the certificate alleged to have been lost, stolen or destroyed, or both.

Section 4.Registration of Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the corporation or its transfer

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agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock records.

Section 5.Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation as prescribed by these bylaws. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6.Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered in its stock records as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

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ARTICLE VII.

OTHER PROVISIONS

Section 1.Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation and requirements of law.

Section 2.Signatures on Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 3.Fiscal Year. The fiscal year of the corporation shall end on December 31 of each year.

Section 4.Seal. The corporate seal shall be inscribed with the name of the corporation and the words “Corporate Seal” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 5.Indemnification of Directors, Officers and Others; Insurance. Each person who is or was a director or officer of the corporation and each person who serves or served at the request of the corporation as a director or officer (or equivalent) of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the provisions of the General Corporation Law of the State of Delaware as it may from time to time be amended, except as to any action, suit or proceeding brought by or on behalf of the director or officer of the corporation without prior approval of the board of directors. Each person who is or was an employee or agent of this corporation, and each person who serves or has served at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, may be similarly indemnified at the discretion of the board of directors. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, this section 5 shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability, or loss, whether or not

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the corporation would have the power to indemnify such person against such expense, liability, or loss under the General Corporation Law of the State of Delaware.

ARTICLE VIII.

AMENDMENTS

These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws was contained in the notice of such special meeting.

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EX-3.10

Exhibit 3.10

CERTIFICATE OF INCORPORATION

OF

NUVEEN INVESTMENTS HOLDINGS, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Nuveen Investments Holdings, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 9 East Loockerman Street in the City of Dover, County of Kent, Delaware 19901. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section I.  The Corporation shall be authorized to issue 1,000 shares of Common Stock, par value $.01 per share (“Common Stock”).

Section 2.  Except as provided herein, as otherwise provided by law or by the resolution or resolutions adopted by the Board designating the rights, powers and preferences of any series of Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or

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inserted, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1.  Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2.  Indemnification and Insurance.

(a)           Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in

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any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attomeys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is

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not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)              Right of Claimant to Bring Suit: If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of Prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)              Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in

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this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation (as it may be amended from time to time), By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)              Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify, such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Teresa K. Goebel, Esq., c/o Wachtell, Lipton, Rosen & Katz, 5.1 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly. I have hereunto set my hand this 12th day of July, 2001.

/s/ Teresa K. Goebel

Teresa K. Goebel

Incorporator

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

NUVEEN Investments Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed,

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 10th day of April, 2003.

/s/ Sonni Dellenbach

Sonni Dellenbach  Vice President

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

EX-3.11

Exhibit 3.11

BY-LAWS

OF

NUVEEN INVESTMENTS HOLDINGS, INC.

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE — The registered office of Nuveen Investments Holdings, Inc. (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc. at 9 East Loockerman Street in the City of Dover, County of Kent, State of Delaware 19901, and said National Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2.OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer or the Secretary, or by resolution of the Board of Directors.

SECTION 3.VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat, other than (a) that business stated in the notice or (b) such business brought before the meeting by the Board of Directors.

SECTION 6.ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action

2

without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, Chief Executive Officer or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.REMOVAL — Except as hereinafter provided, any director or directors may be removed for cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present,

3

immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer or by the Secretary on the written request of any director, on at least 24 hours’ notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

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ARTICLE IV

OFFICERS

SECTION 1.OFFICERS — The officers of the Corporation shall be a Chairman, Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.CHAIRMAN — The Chairman of the Corporation shall preside at all meetings of the Board of Directors and shall have the general powers and duties of supervision and management usually vested in the office of the Chairman of a corporation and perform such other duties as may be assigned to him or her by the Board of Directors. The Chairman shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.CHIEF EXECUTIVE OFFICER — The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation and perform such other duties as may be assigned to him or her by the Chairman or by the Board of Directors. The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.PRESIDENT — The President shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and perform such other duties as may be assigned to him or her by the Chairman, the Chief Executive Officer or by the Board of Directors. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer or the Board of Directors.

5

SECTION 6.TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the Chief Executive Officer, taking proper vouchers for such disbursements. He or she shall render to the Chief Executive Officer and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 7.SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Chief Executive Officer, and attest to the same.

SECTION 8.ASSISTANT TREASURERS AND ASSISTANT SECRETARES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Chief Executive Officer or the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the

6

Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of

7

any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

8

EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

NUVEEN NWQ HOLDINGS, LLC

This Certificate of Formation of Nuveen NWQ Holdings, LLC (the “Company”), dated September 19, 2011, is being duly executed and filed by William C. Means, Jr., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (Del. Code tit. 6, § 18-101 et seq.).

FIRST. The name of the limited liability company formed hereby is “Nuveen NWQ Holdings, LLC”.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ William C. Means, Jr.
William C. Means, Jr.
Authorized Person

EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

OF

NWQ HOLDlNGS, LLC

This Certificate of Formation of NWQ Holdings, LLC (the “Company”), dated as of January 18, 2006, is being duly executed and filed by Nicholas G. Demmo, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is,               NWQ Holdings, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware, 19904, County of Kent.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is National Registered Agents, 160 Greentree Drive, Suite 101, Dover, Delaware, 19904, County of Kent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Nicholas G. Demmo

Nicholas G. Demmo, Esq.

Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act

FIRST:The name of the limited liability company is NWQ Holdings, LLC.

SECOND:The Certificate of Formation of the limited liability company was filed on January 18,2006.

THIRD:The Certificate of Formation of the limited liability company is hereby amended as follows:

Article First of the Certificate of Formation is amended in its entirety to read as follows:

“FIRST: The name of the limited liability company formed hereby is NWQ/Tradewinds Holdings, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 16th day of December, 2010.

By:	/s/ Larry W. Martin
Name:	Larry W. Martin
Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company: NWQ/Tradewinds Holdings, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of of the limited liability company stated above is amended to:

Nuveen Affiliates Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29th day of June, A.D. 2011.

By:	/s/ Larry Martin
Authorized Person(s)
Name:		Larry Martin
Print or Type

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act

1.The name of the limited liability company is Nuveen Affiliates Holdings, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article First of the Certificate of Formation is amended and restated in its entirety to read as follows:

“FIRST. The name of the limited liability company formed hereby is Nuveen Tradewinds Holdings, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 14th day of May, 2012.

By:	/s/ Lucas A. Satre
Name:	Lucas A. Satre
Title:	Authorized Person

EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

NUVEEN WCM HOLDINGS, LLC

This Certificate of Formation of Nuveen WCM Holdings, LLC (the “Company”), dated as of June 14, 2012, is being duly executed and filed by Lucas A. Satre, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is “Nuveen WCM Holdings, LLC”.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ Lucas A. Satre
Name: Lucas A. Satre
Title: Authorized Person

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

This Certificate of Formation of Investment Management Acquisition Company, LLC (the “Company”), dated as of May 24, 2002, is being duly executed and filed by Janice A. Liu, Esq., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.)

FIRST. The name of the limited liability company formed hereby is Investment Management Acquisition Company, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Janice A. Liu

Janice A. Liu

Authorized Person

CERTIFICATE OF MERGER

OF

NWQ INVESTMENT MANAGEMENT COMPANY, INC.

WITH AND INTO

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

UNDER SECTION 18-209 OF THE

LIMITED LIABILITY COMPANY ACT

OF THE STATE OF DELAWARE

Pursuant to Section 18-209 of the Limited Liability Company Act of the State of Delaware, Investment Management Acquisition Company, LLC, a Delaware limited liability company (“Parent”), hereby certifies the following information relating to the merger of NWQ Investment Management Company, Inc. (“Subsidiary”), a Massachusetts corporation, with and into Parent (the “Merger”):

FIRST: The names and states of formation of Subsidiary and Parent, which are the constituent entities in the Merger (the “Constituent Entities”) are:

Name	State of Organization
NWQ Investment Management	Massachusetts
Company, Inc.
Investment Management	Delaware
Acquisition Company, LLC

SECOND: The Agreement and Plan of Merger (the “Merger Agreement”), by and among Parent and Subsidiary, dated as of August 1, 2001, setting

forth the terms and conditions of the Merger, has been approved and executed by both of the Constituent Entities.

THIRD: The name of the limited liability company surviving the Merger is “Investment Management Acquisition Company, LLC” (the “Surviving Company”).

FOURTH: This Certificate of Merger shall become effective upon its filing with the Secretary of State of the State of Delaware.

FIFTH: The executed Merger Agreement is on file at the office of the Surviving Corporation located at 2049 Century Park East, 4th Floor, Los Angeles, California, 90067.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Company, on request and without cost, to anyone holding an interest in either of the Constituent Entities.

IN WITNESS WHEREOF, Investment Management Acquisition Company, LLC has caused this Certificate of Merger to be executed on the 1st day of August, 2002.

INVESTMENT MANAGEMENT
ACQUISITION COMPANY, LLC
By:	/s/ Alan G. Berkshire
Name:		Alan G. Berkshire
Title:		President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC

(Pursuant to Section 18-202 of the Limited Liability Company Act of the State of Delaware)

Investment Management Acquisition Company, LLC, a Delaware limited liability company (the “Company”), does hereby certify:

FIRST: The name of the limited liability company is Investment Management Acquisition Company, LLC.

SECOND: The certificate of formation of the Company (the “Certificate”) is hereby amended by striking the First section thereof and by substituting in lieu of said section the following new section:

“FIRST. The name of the limited liability company formed hereby is NWQ Investment Management Company, LLC.”

THIRD: This Certificate of Amendment shall become effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC has caused this Certificate of Amendment to be executed on the 1st day of August, 2002.

INVESTMENT MANAGEMENT
ACQUISITION COMPANY, LLC
By:	/s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: President

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

SANTA BARBARA ASSET MANAGEMENT, LLC

This Certificate of Formation of SANTA BARBARA ASSET MANAGEMENT, LLC (the “Company”), has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

1.             Name. The name of the limited liability company formed hereby is:

Santa Barbara Asset Management, LLC

2.             Registered Office. The address of the registered office of the Company in the State of Delaware is:

c/o National Corporate Research, Ltd.

615 South DuPont Highway

Kent County

Dover, Delaware 19901

3.             Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is:

National Corporate Research, Ltd.

615 South DuPont Highway

Dover, Delaware, 19901

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 19th day of July, 2005.

/s/ Michael E. Pfau

Name: Michael E. Pfau

An Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is Santa Barbara Asset Management LLC

2.             The Registered Office of the limited liability company in the State of Delaware is changed to 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY

By:	/s/ Sherri Hlavacek
Authorized Person
Name:		/s/ Sherri Hlavacek
Print or Type

EX-3.17

Exhibit 3.17

 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY LLC-1 ARTICLES OF ORGANIZATION IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code. 1. Limited liability company name: (End the name with “LLC” or “Limited Liability Company”. No periods between the letters in “LLC”. “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.”) Symphony Asset Management LLC 2. Latest date (month/day/year) on which the limited liability company is to dissolve: March 31, 2025 3. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act. 4. Enter the name of initial agent for service of process and check the appropriate provision below: Neil L. Rudolph, which is [ X ] an individual residing in California. Proceed to Item 5. [ ] a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6. 5. If the initial agent for service of process is an individual, enter a business or residential street address in California: Street address: 555 California Street, Suite 2975 City: San Francisco State: CALIFORNIA Zip Code: 94104 6. The limited liability company will be managed by : (check one) [ ] one manager [ ] more than one manager [ X ] limited liability company members 7. If other matters are to be included in the Articles of Organization attach one or more separate pages. Number of pages attached, if any: –0– 8. It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Signature of organizer Bonnie Thompson Type or print name of organizer Date: May 30, 1996 101996198033 FILED: REGISTRN/ARTICLES OF ORG. LLC-1 Approved by the Secretary of State AT SACRAMENTO, CA ON JUL. 16,1996 Filing Fee $70 1/96 SECRETARY OF STATE OF CALIFORNIA

State of California FILED Secretary of State in the office of the Secretary of State of the State of California LIMITED LIABILITY COMPANY NOV 0 8 2005 CERTIFICATE OF AMENDMENT A $30.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only 1. SECRETARY OF STATE FILE NUMBER 2. NAME OF LIMITED LIABILITY COMPANY 199619810033 Symphony Asset Management LLC 3. COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY. A. LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY,” “LTD. LIABILITY CO.” OR THE ABBREVIATIONS “LLC” OR “LLC.”) B. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE): X ONE MANAGER MORE THAN ONE MANAGER ALL LIMITED LIABILITY COMPANY MEMBER(S) C. AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION: D. OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION. 4. FUTURE EFFECTIVE DATE, IF ANY: MONTH DAY YEAR 6. NUMBER OF PAGES ATTACHED, IF ANY: 6. IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. 11/7/05 SIGNATURE OF AUTHORIZED PERSON DATE Larry W. Martin, Assistant Secretary OF NUVEEN INVESTMENT HOLDINGS, INC. TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON 7 RETURN TO: NAME FIRM ADDRESS CITY/STATE ZIP CODE SEC/STATE FORM LLC-2 (Rev. 03/2005) – FILING FEE $30.00 APPROVED BY SECRETARY CA080 - 03/31/2005 CT System Online

EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

NUVEEN GLOBAL ADVISORS, LLC

This Certificate of Formation of Nuveen Global Advisors, LLC (the “Company”), dated as of November 29, 2005, is being duly executed and filed by Margaret Isa, Esq., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is Nuveen Global Advisors, LLC.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19901.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19901.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Margaret Isa, Esq.

Margaret Isa, Esq.

Authorized Person

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

NUVEEN GLOBAL ADVISORS, LLC

Nuveen Global Advisors, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1.The name of the limited liability company is Nuveen Global Advisors, LLC.

2.The certificate of formation of the company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article 1:

FIRST. The name of the limited liability company formed hereby is Tradewinds NWQ Global Investors, LLC.

Executed on this 23rd day of January, 2006.

/s/ Alan G. Berkshire
NWQ Holdings, LLC,
Managing Member, by
Name:	Alan Berkshire
Title:	Senior Vice President and Secretary

CERTIFICATE OF AMENDMENT

OF

TRADEWINDS NWQ GLOBAL INVESTORS, LLC

1.The name of the limited liability company is Tradewinds NWQ Global Investors, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is amended to:

Tradewinds Global Investors, LLC

3.This Certificate of Amendment shall be effective on 2/28/07.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 22nd day of February 2007.

/s/ John L. MacCarthy

John L. MacCarthy, Authorized Person

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company:

TRADEWINDS GLOBAL INVESTORS, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The Registered Agent is hereby changed to:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 25th day of February, A.D. 2008.

By:	/s/ Jose A. Visaya
	Authorized Person(s)
Name:		/s/ Jose A. Visaya
		Print or Type

IN WITNESS WHEREOF, INVESTMENT MANAGEMENT ACQUISITION COMPANY, LLC has caused this Certificate of Amendment to be executed on the 1st day of August, 2002.

INVESTMENT MANAGEMENT
ACQUISITION COMPANY, LLC
By:	/s/ Alan G. Berkshire
Name:  Alan G. Berkshire
Title:  President

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

WINSLOW CAPITAL MANAGEMENT, LLC

This Certificate of Formation of Winslow Capital Management, LLC (the “Company”), dated as of June 14, 2012, is being duly executed and filed by Lucas A. Satre, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is “Winslow Capital Management, LLC”.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ Lucas A. Satre
Name: Lucas A. Satre
Title: Authorized Person

CERTIFICATE OF MERGER

OF

WINSLOW CAPITAL MANAGEMENT, INC.

INTO

WINSLOW CAPITAL MANAGEMENT, LLC

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act

FIRST:  The name and jurisdiction of formation or organization and domicile of each of the constituent entities is: Winslow Capital Management, LLC, a Delaware limited liability company (“WCM LLC”), and Winslow Capital Management, Inc., a Minnesota corporation (“WCM Inc.”).

SECOND:  WCM LLC and the WCM Inc. have entered into an Agreement and Plan of Merger, dated as of June 29, 2012 (the “Merger Agreement”), providing for the merger of WCM Inc. with and into WCM LLC, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) and Sections 302A.601 and 302A.651 of the Minnesota Business Corporation Act (the “MBCA”). The Merger Agreement has been approved and executed in accordance with Sections 18-204 and 18-209 of the DLLCA, in the case of WCM LLC, and Section 302A.613 of the MBCA, in the case of WCM Inc.

THIRD:  Winslow Capital Management, LLC shall be the surviving entity of the merger (the “Surviving LLC”).

FOURTH:  The Merger Agreement is on file at an office of the Surviving LLC at 4720 IDS Tower, 80 South 8th Street, Minneapolis, Minnesota 55402. A copy of the Merger Agreement will be furnished by the Surviving LLC, on request and without cost, to any member of WCM LLC or to any stockholder of WCM Inc.

IN WITNESS WHEREOF, the Surviving LLC has caused this Certificate of Merger to be duly executed this 29th day of June, 2012.

WINSLOW CAPITAL MANAGEMENT, LLC
	By:	/s/ John L. MacCarthy
	Name:		John L. MacCarthy
	Title:		Secretary

EX-4.1

Exhibit 4.1

EXECUTION VERSION

NUVEEN INVESTMENTS, INC.

as Issuer

and

THE GUARANTORS PARTY HERETO

91/8% SENIOR NOTES DUE 2017

INDENTURE

DATED AS OF SEPTEMBER 19, 2012

U.S. BANK NATIONAL ASSOCIATION

as Trustee

CROSS-REFERENCE TABLE

Trust Indenture
Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.3; 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.5
	(b)	12.3
	(c)	12.3
313	(a)	7.6
	(b)(1)	7.6
	(b)(2)	7.6; 7.7
	(c)	7.6; 12.2
	(d)	7.6
314	(a)	4.3; 12.5
	(b)	N.A.
	(c)(1)	12.4
	(c)(2)	12.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	12.5
	(f)	N.A.
315	(a)	7.1
	(b)	7.5; 12.2
	(c)	7.1
	(d)	7.1
	(e)	6.11
316	(a) (last sentence)	2.9
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	2.13
317	(a)(1)	6.8
	(a)(2)	6.9
(b)		2.4
318	(a)	12.1
	(b)	N.A.
	(c)	12.1

* This Cross-Reference Table is not part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions	40
SECTION 1.3	Incorporation by Reference of Trust Indenture Act	41
SECTION 1.4	Rules of Construction	41
ARTICLE II
THE NOTES
SECTION 2.1	Form and Dating	42
SECTION 2.2	Execution and Authentication	44
SECTION 2.3	Registrar; Paying Agent	44
SECTION 2.4	Paying Agent To Hold Money in Trust	45
SECTION 2.5	Holder Lists	45
SECTION 2.6	Book-Entry Provisions for Global Notes	46
SECTION 2.7	Replacement Notes	48
SECTION 2.8	Outstanding Notes	49
SECTION 2.9	Treasury Notes	49
SECTION 2.10	Temporary Notes	49
SECTION 2.11	Cancellation	49
SECTION 2.12	Defaulted Interest	50
SECTION 2.13	Record Date	50
SECTION 2.14	Computation of Interest	50
SECTION 2.15	CUSIP Number	50
SECTION 2.16	Special Transfer Provisions	50
SECTION 2.17	Issuance of Additional Notes	52
ARTICLE III
REDEMPTION AND PREPAYMENT
SECTION 3.1	Notices to Trustee	53
SECTION 3.2	Selection of Notes To Be Redeemed	53
SECTION 3.3	Notice of Redemption	54
SECTION 3.4	Effect of Notice of Redemption	55
SECTION 3.5	Deposit of Redemption of Purchase Price	55
SECTION 3.6	Notes Redeemed in Part	56
SECTION 3.7	Optional Redemption	56
SECTION 3.8	Mandatory Redemption	57
SECTION 3.9	Offer to Purchase	57

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		Page
ARTICLE IV
COVENANTS
SECTION 4.1	Payment of Notes	58
SECTION 4.2	Maintenance of Office or Agency	58
SECTION 4.3	Reports	59
SECTION 4.4	Compliance Certificate	60
SECTION 4.5	Taxes	61
SECTION 4.6	Stay, Extension and Usury Laws	61
SECTION 4.7	Limitation on Restricted Payments	61
SECTION 4.8	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries	69
SECTION 4.9	Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock	72
SECTION 4.10	Limitation on Asset Sales	77
SECTION 4.11	Limitation on Transactions with Affiliates	80
SECTION 4.12	Limitation on Liens	82
SECTION 4.13	Payments for Consent	83
SECTION 4.14	Offer To Purchase upon Change of Control	83
SECTION 4.15	Corporate Existence	84
SECTION 4.16	Business Activities	84
SECTION 4.17	Additional Guarantees	85
SECTION 4.18	Limitation on Prepayment or Modification of Existing Notes	85
SECTION 4.19	Further Instruments and Acts	86
SECTION 4.20	Suspension of Certain Covenants upon Investment Grade Ratings	86
ARTICLE V
SUCCESSORS
SECTION 5.1	Merger, Consolidation or Sale of Assets	87
SECTION 5.2	Successor Corporation Substituted	89
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1	Events of Default	89
SECTION 6.2	Acceleration	91
SECTION 6.3	Other Remedies	92
SECTION 6.4	Waiver of Past Defaults	92
SECTION 6.5	Control by Majority	92
SECTION 6.6	Limitation on Suits	93
SECTION 6.7	Rights of Holders of Notes To Receive Payment	93
SECTION 6.8	Collection Suit by Trustee	94
SECTION 6.9	Trustee May File Proofs of Claim	94

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		Page
SECTION 6.10	Priorities	94
SECTION 6.11	Undertaking for Costs	95
ARTICLE VII
TRUSTEE
SECTION 7.1	Duties of Trustee	95
SECTION 7.2	Rights of Trustee	96
SECTION 7.3	Individual Rights of Trustee	98
SECTION 7.4	Trustee’s Disclaimer	98
SECTION 7.5	Notice of Defaults	98
SECTION 7.6	Reports by Trustee to Holders of the Notes	99
SECTION 7.7	Compensation and Indemnity	99
SECTION 7.8	Replacement of Trustee	100
SECTION 7.9	Successor Trustee by Merger, Etc.	101
SECTION 7.10	Eligibility; Disqualification	101
SECTION 7.11	Preferential Collection of Claims Against the Company	101
SECTION 7.12	Trustee’s Application for Instructions from the Company	101
ARTICLE VIII
DEFEASANCE; DISCHARGE OF THE INDENTURE
SECTION 8.1	Option To Effect Legal Defeasance or Covenant Defeasance	102
SECTION 8.2	Legal Defeasance	102
SECTION 8.3	Covenant Defeasance	103
SECTION 8.4	Conditions to Legal or Covenant Defeasance	103
SECTION 8.5	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	104
SECTION 8.6	Repayment to Company	105
SECTION 8.7	Reinstatement	105
SECTION 8.8	Discharge	106
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.1	Without Consent of Holders of the Notes	107
SECTION 9.2	With Consent of Holders of Notes	108
SECTION 9.3	Compliance with Trust Indenture Act	109
SECTION 9.4	Revocation and Effect of Consents	109
SECTION 9.5	Notation on or Exchange of Notes	110
SECTION 9.6	Trustee To Sign Amendments, Etc.	110

iii

		Page
ARTICLE X
NOTE GUARANTEES
SECTION 10.1	Guarantees	110
SECTION 10.2	Execution and Delivery of Guarantee	112
SECTION 10.3	Severability	112
SECTION 10.4	Limitation of Guarantors’ Liability	112
SECTION 10.5	Guarantors May Consolidate, Etc., on Certain Terms	113
SECTION 10.6	Contribution	114
SECTION 10.7	Waiver of Subrogation	115
SECTION 10.8	Releases of Guarantees	115
SECTION 10.9	Benefits Acknowledged	116
ARTICLE XI
SUBORDINATION OF GUARANTEES
SECTION 11.1	Agreement To Subordinate	116
SECTION 11.2	Liquidation, Dissolution or Bankruptcy	117
SECTION 11.3	Default on Designated Senior Indebtedness of a Guarantor	117
SECTION 11.4	Demand for Payment	118
SECTION 11.5	When Distribution Must Be Paid Over	119
SECTION 11.6	Subrogation	119
SECTION 11.7	Relative Rights	119
SECTION 11.8	Subordination May Not Be Impaired by a Guarantor	120
SECTION 11.9	Rights of Trustee and Paying Agent	120
SECTION 11.10	Distribution or Notice to Representative	120
SECTION 11.11	Not To Prevent Events of Default or Limit Right To Demand Payment	120
SECTION 11.12	Trust Moneys Not Subordinated	120
SECTION 11.13	Trustee Entitled To Rely	121
SECTION 11.14	Trustee To Effectuate Subordination	121
SECTION 11.15	Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors	121
SECTION 11.16	Reliance by Holders of Designated Senior Designated Indebtedness of a Guarantor on Subordination Provisions	122
ARTICLE XII
MISCELLANEOUS
SECTION 12.1	Trust Indenture Act Controls	122
SECTION 12.2	Notices	122
SECTION 12.3	Communication by Holders of Notes with Other Holders of Notes	124
SECTION 12.4	Certificate and Opinion as to Conditions Precedent	124
SECTION 12.5	Statements Required in Certificate or Opinion	124
SECTION 12.6	Rules by Trustee and Agents	124

iv

		Page
SECTION 12.7	No Personal Liability of Directors, Officers, Employees and Stockholders	125
SECTION 12.8	Governing Law	125
SECTION 12.9	No Adverse Interpretation of Other Agreements	125
SECTION 12.10	Successors	125
SECTION 12.11	Severability	125
SECTION 12.12	Counterpart Originals	125
SECTION 12.13	Table of Contents, Headings, Etc.	125
SECTION 12.14	Acts of Holders	126

EXHIBITS
Exhibit A	FORM OF NOTE
Exhibit B	FORM OF NOTATION OF GUARANTEE
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit D	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

v

This Indenture, dated as of September 19, 2012, is by and among Nuveen Investments, Inc., a Delaware corporation, each Guarantor (as defined herein), and U.S. Bank National Association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the holders of Notes:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1Definitions.

“2020 Notes” means the Company’s $645,000,000 9½% Senior Notes due 2020 outstanding on the Issue Date.

“2020 Notes Indenture” means that certain Indenture, dated as of the Issue Date, between Nuveen Investments, Inc., the Guarantors from time to time party thereto and U.S. Bank National Association, as Trustee.

“Acquired Debt” means, with respect to any specified Person:

(a)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(b)Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning given to such term or similar terms in the Registration Rights Agreement.

“Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-registrar.

“AHYDO Catch Up Payment” means payments in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as “applicable high yield discount obligations” within the meaning of the Code.

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the excess of:

(a)the present value at such redemption date of (i) the redemption price at October 15, 2014 (such redemption price being set forth in Section 3.7(b)) plus (ii) all required interest payments due on such Note through October 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the then outstanding principal amount of the Notes.

“Asset Sale” means (i) the sale, conveyance, transfer, lease (as lessor) or other voluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company (other than the sale of Equity Interests of the Company) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(a)a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, worn out, uneconomical or surplus assets in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries or the disposition of inventory in the ordinary course of business;

(b)the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 5.1 or any disposition that constitutes a Change of Control;

(c)the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to Section 4.7 or the granting of a Lien permitted by Section 4.12;

(d)any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions with an aggregate fair market value of less than $25.0 million;

(e)any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

2

(f)the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(g)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) of the second paragraph of Section 4.7 or clause (10) of the definition of “Permitted Investments”);

(h)foreclosures on assets or transfers by reason of eminent domain;

(i)disposition of an account receivable in connection with the collection or compromise thereof;

(j)termination of leases, subleases, licenses and sublicenses in the ordinary course of business;

(k)sales of accounts receivable or rights to future advisory fees, or participations therein, in connection with any Receivables Facility;

(l)any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under this Indenture;

(m)transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor;

(n)the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company or a Restricted Subsidiary are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;

(o)voluntary terminations of Hedging Obligations;

(p)any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Company;

(q)any Permitted Asset Swap;

(r)Sale and Lease-Back Transactions involving (i) real property owned on the Issue Date, (ii) property acquired not more than 180 days prior to such Sale and Lease-Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as an Asset Sale;

3

(s)the sale or other disposition of a Seed Capital Investment in the ordinary course of business; and

(t)dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Company or a Restricted Subsidiary pursuant to Section 4.10 to all Holders.

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

(a)with respect to a corporation, the board of directors of the corporation;

(b)with respect to a partnership, the board of directors of the general partner of the partnership; and

(c)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of Directors thereof, unless the context specifically requires that such resolution be adopted by a majority of the Disinterested Directors, in which case by a majority of such directors, and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Broker-Dealer Subsidiary” means any Subsidiary of the Company or any other Subsidiary of the Company required to be registered as a broker-dealer under the Exchange Act.

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” has the meaning set forth in the definition of “Total Leverage Ratio.”

“Capital Stock” means:

(1)in the case of a corporation, capital stock;

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(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” which will ultimately be treated as operating leases upon a Sale and Lease-Back Transaction).

“Cash Equivalents” shall mean:

(a)U.S. dollars;

(b)in the case any Foreign Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any lender under the Credit Agreement or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e)repurchase obligations for underlying securities of the types described in clauses (c), (d) and (f) entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f)commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g)marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another

5

Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(h)investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (g) above;

(i)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(j)Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(k)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A- (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Moody’s:

(l)shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and

(m)in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (l) above or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto other than Global Notes.

“Change of Control” means the occurrence of any of the following:

(a)the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than to one or more Permitted Holders;

(b)the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Beneficial

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Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that, for purposes of calculating the Beneficial Ownership of any group, a Permitted Holder shall not be attributed Beneficial Ownership of the Capital Stock of any unaffiliated person that is not itself a Permitted Holder;

(c)any Person or group (as defined in clause (2)) shall be entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that the Sponsor being entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities shall not be deemed a Change of Control; or

(d)the first day on which the majority of the Board of Directors of the Company or any of its direct or indirect parent companies then in office shall cease to consist of Continuing Directors.

“Change of Control Offer” means an Offer to Purchase required to be made by the Company pursuant to Section 4.14 to all Holders.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code, as in effect on the Issue Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” of any Person means Capital Stock in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Stock of any other class in such Person.

“Company” means Nuveen Investments, Inc., and any successor thereto.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge commitment and other financing fees and other non-cash charges (excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Guaranteed Indebtedness” means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) the amount of any Indebtedness of the Company that is not guaranteed by any Restricted Subsidiary.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

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(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(b)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)interest income of such Person and its Restricted Subsidiaries for such period (other than interest income from Seed Capital Investments).

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that (without duplication),

(a)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, or any severance costs, integration costs, relocation costs and costs associated with curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(b)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(c)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(d)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of gains or losses (less all accrued fees and expenses relating thereto)

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attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(e)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Company or a Restricted Subsidiary in respect of such period (subject in the case of dividends paid or distributions made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (f) below) and (B) decreased by the amount of any equity of the Company in a net loss of any such Person for such period to the extent the Company has funded such net loss in cash with respect to such period,

(f)solely for the purpose of determining the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of the Company will be, subject to the exclusions in clauses (c) and (d) above, increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(g)effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-up, write-down or write-off of any amounts thereof, net of taxes, shall be excluded,

(h)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(i)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of any non-cash impairment charge or asset write-off, write-up or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising (including goodwill and organizational costs) pursuant to GAAP (excluding any such non-cash adjustment to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such adjustment is subsequently reversed), shall be excluded,

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(j)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(k)any other non-cash charges, expenses or losses including any write-offs or write-downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period) shall be excluded,

(l)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Disposition, dividend or similar Restricted Payments, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing or recapitalization transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,  and

(m)structuring fees and upfront distribution costs paid in the ordinary course of business for closed-end funds, mutual funds, exchange traded funds and other structured products, such as collateralized loan and debt obligations, and payments made to terminate trailer fees to underwriters of closed-end funds, mutual funds, exchange traded funds and other structured products, shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.7 only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of Section 4.7.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to (a) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company, all Preferred Stock of its Restricted Subsidiaries and all Designated Preferred Stock on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each

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case determined on a consolidated basis in accordance with GAAP minus (b) the aggregate unrestricted cash and cash equivalents included in the cash and cash equivalents accounts (other than settlement assets) listed on the consolidated balance sheet of the Company and the Restricted Subsidiaries as of such date.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor or (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof or (iv) as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“Continuing Directors” means, as of any date of determination, individuals who (i) were members of such Board of Directors on the Issue Date or (ii) were either (x) nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of nomination or election, (y) appointed, approved or recommended by a majority of the then Continuing Directors or (z) designated or appointed by a Permitted Holder.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee shall specify for receipt of notices under this Indenture.

“Credit Agreement” means that certain credit agreement, dated as of November 13, 2007, among the Company, Deutsche Bank AG New York Branch, as Administrative Agent, the agents and lenders party thereto and certain other parties specified therein, providing for term loans and revolving credit borrowings (including the issuance of letters of credit), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness

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thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under Section 4.9).

“Credit Facilities” means, with respect to the Company, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or Debt Issuances, in each case, with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders or investors providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables or inventory) or letters of credit or Debt Issuances, in each case, as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced, including refinancing with Debt Issuances, in whole or in part and without limitation as to amounts, terms, conditions, covenants and other provisions, from time to time.  Indebtedness under Credit Facilities outstanding on the date on which the Notes are first issued and authenticated under this Indenture (after giving effect to the use of proceeds thereof) shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the second paragraph of Section 4.9.

“Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

“Default” means any event that is, or with the lapse of grace period or the giving of notice or both would, unless cured or waived, be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock of the Company), that is issued for cash (other than to Parent or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate delivered to the Trustee, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.7.

“Designated Senior Indebtedness” of any Guarantor means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of

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bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Secured Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including, without limitation, the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts constituting Secured Indebtedness owing in respect of:

(1)all monetary obligations of every nature, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2)all Hedging Obligations;

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Designated Senior Indebtedness” shall not include:

(1)any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;

(2)Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);

(3)that portion of any Indebtedness incurred in violation of Section 4.9 or secured in violation of Section 4.12 (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (3) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of the Company to the effect that the incurrence and securing of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence and securing of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of this Indenture);

(4)Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and

(5)any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any employees of the Company or any of its

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Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Company or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries pursuant to the terms of any such arrangement.

“Domestic Subsidiary” means any direct or indirect subsidiary of the Company that was formed under the laws of the United States, any State of the United States or the District of Columbia.

“DTC” means The Depository Trust Company and any successor.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(a)increased (without duplication) by (to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income):

(i)provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during such period, including payments made pursuant to any tax sharing agreements or arrangements among the Company, its Restricted Subsidiaries and any direct or indirect parent company of the Company (so long as such tax sharing payments are attributable to the operations of the Company and its Restricted Subsidiaries); plus

(ii)Fixed Charges of such Person for such period; plus

(iii)Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(iv)any fees, costs, commissions, expenses, accruals or other charges (including stock and other equity-based compensation expenses) (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any Equity Offering, Permitted Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence or repayment, amendment or modification of Indebtedness permitted to be incurred under this Indenture (including a refinancing thereof) (whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the offering of the Notes and the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Notes, the Notes and the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

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(v)the amount of any restructuring charge or reserve, including restructuring costs and integration costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed $30.0 million in any period of four consecutive fiscal quarters most recently ended prior to the determination date; plus

(vi)the amount of management, monitoring, consulting, transaction and advisory fees and related expenses accrued or paid in such period pursuant to the Management Agreement; plus

(vii)costs or expense of such Person pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7; plus

(viii)the amount of net cost savings and acquisition synergies projected by the Company in good faith to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) as a result of specified actions taken or initiated in connection with any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Company or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable as evidenced in an Officers’ Certificate and (B) such actions are taken within 12 months after the date of such acquisition or disposition; plus

(ix)to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

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(x)expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Company or a Restricted Subsidiary and actually paid or refunded, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xi)an amount equal to losses on Seed Capital Investments up to $15.0 million in any four-quarter period; plus

(xii)the amount of loss on sale of receivables to a Receivables Subsidiary in connection with a Receivables Facility; plus

(xiii)extraordinary losses or unusual or non-recurring charges or expenses (including fines and penalties);

(b)decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income, (iii) an amount equal to gains on Seed Capital Investments in excess of $15.0 million in any four-quarter period and (iv) extraordinary gains or unusual or non-recurring income or gains (to the extent not already excluded in calculating Consolidated Net Income); and

(c)increased or decreased by (without duplication):

(i)any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(ii)any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended

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to the Company by such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of Common Stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to Common Stock of the Company or of any of its direct or indirect parent companies registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means the series of Notes to be issued under this Indenture in exchange for the Initial Notes pursuant to the Registration Rights Agreement.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(a)contributions to its common equity capital; and

(b)the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate delivered to the Trustee on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.7.

“Existing Notes” means the Company’s $300,000,000 5.50% Senior Notes due 2015 outstanding on the Issue Date.

“Existing Notes Indenture” means that certain Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee, as amended by the First Supplemental Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee.

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“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness in existence as of the Issue Date as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and its Subsidiaries and (c) all dividends paid during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Subsidiaries.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the Issue Date, except for any reports required to be delivered pursuant to Section 4.3, which shall be prepared in accordance with GAAP in effect on the date thereof.  For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Global Note Legend” means the legend identified as such in Exhibit A hereto.

“Global Notes” means the Notes that are in the form of Exhibit A hereto issued in global form and registered in the name of the Depositary or its nominee.  Notwithstanding anything to the contrary contained herein, notices, delivery and payment with respect to the Global Notes will be through the facilities of DTC.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.  When used as a verb, “guarantee” shall have a corresponding meaning.

“Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by a Guarantor in accordance with the provisions of this Indenture.  When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guaranteed Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Consolidated Guaranteed Indebtedness to (ii) EBITDA (as calculated below) of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred.  In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Guaranteed Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Guaranteed Indebtedness Leverage Ratio is made (the “Guaranteed Leverage Calculation Date”), then the Guaranteed Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Consolidated Guaranteed Indebtedness as of

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the Guaranteed Leverage Calculation Date.  The Guaranteed Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of “Total Leverage Ratio,” including any pro forma adjustments to EBITDA (including for acquisitions).

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.  On the Issue Date, the Guarantors will be Parent and each Domestic Subsidiary of the Company that is a Restricted Subsidiary and a guarantor under the Credit Agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(a)currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(b)other agreements or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity, raw materials, utilities and energy prices.

“Holder” means a Person in whose name a Note is registered in the security register.

“Indebtedness” means, with respect to any Person,

(a)any indebtedness (including principal and premium) of such Person, whether or not contingent:

(i)in respect of borrowed money,

(ii)evidenced by bonds, notes, debentures or similar instruments,

(iii)evidenced by letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof),

(iv)Capitalized Lease Obligations,

(v)representing the deferred and unpaid balance of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business, (B) liabilities accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed and is not paid promptly thereafter after such payment becomes due and payable, or

(vi)representing any interest rate Hedging Obligations,

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if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(b)to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business),

(c)Disqualified Stock and Designated Preferred Stock of such Person, and

(d)to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset (other than a Lien on Capital Stock of an Unrestricted Subsidiary) owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” and (C) obligations with respect to Receivables Facilities.  The amount of Indebtedness of any person under clause (d) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board of Directors of the Company, qualified to perform the task for which it has been engaged.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” shall mean:

(a)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

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(c)investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investment Vehicle” means a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity investing in collateralized loan obligations or collateralized debt obligations, which investments are managed by the Company or any of its Subsidiaries in the ordinary course of business.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, commission, travel, entertainment, relocation, payroll and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of Section 4.7.  The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

For purposes of the definition of “Unrestricted Subsidiary” and Section 4.7, (i) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

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“Issue Date” means the date of the initial issuance of the Notes, September 19, 2012.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Management Services Agreement, dated as of November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the Company and any direct or indirect parent company, as in effect on the Issue Date or thereafter amended, modified or supplemented in a manner that (x) does not increase the amount of fees payable by the Company, any of its direct or indirect parent companies or any of its Subsidiaries and (y) is not less advantageous to the holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” shall mean, with respect to any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or non-cash consideration initially received, net of any costs relating to the disposition thereof), net of, without duplication, (i) out-of-pocket expenses incurred (including reasonable and customary banker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Company and its Restricted Subsidiaries in connection therewith), and the Company’s good faith estimate of taxes paid or payable (after taking into account any available tax credits or deductions and tax sharing agreement or arrangement), in connection with such Asset Sale (including, in the case of any such Asset Sale in respect of property of any Foreign Subsidiary, taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale and (y) other liabilities associated with the asset disposed of and retained by the Company or any of its Restricted

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Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition, (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold and (v) in the case of any such Asset Sale by a non-Wholly Owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Company or a Wholly Owned Restricted Subsidiary as a result thereof.

“Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Notes” means the 91/8% Senior Notes due 2015 of the Company issued on the date hereof and any Additional Notes, including any Exchange Notes.  The Notes and the Additional Notes (including any Exchange Notes), if any, shall be treated as a single class for all purposes under this Indenture.

“Obligations” means any principal, interest, premium, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five (5) Business Days after the Expiration Date.  The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.  The Offer shall also state:

(1)the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)the Expiration Date and the Purchase Date;

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(3)the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10 hereof) (the “Purchase Amount”);

(4)the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(5)that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum denominations of $2,000 principal amount or integral multiples of $1,000 thereof;

(6)the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(7)that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(8)that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(9)that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its Paying Agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in minimum

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denominations of $2,000 principal amount or integral multiples of $1,000 thereof shall be purchased); and

(12)if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Offering Memorandum” means the offering memorandum related to the issuance of the Notes on the Issue Date, dated September 12, 2012.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, principal accounting officer, controller, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company, by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parent” means Windy City Investments, Inc., and any successor.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Notes on behalf of the Company.

“Permitted Asset Swap” means, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Company or any of its Restricted Subsidiaries and another Person.

“Permitted Business” means the business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Company and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Holders” means (i) the Sponsor, (ii) any Person who is an Officer or otherwise a member of management of the Company or any of its Subsidiaries on the Issue Date, provided that if such Officers and members of management Beneficially Own more shares of Capital Stock of either of the Company or any of its direct or indirect parent entities than the

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amount of such shares Beneficially Owned by all the Officers as of the Issue Date or issued within 90 days thereafter, such excess shall be deemed not to be Beneficially Owned by Permitted Holders, (iii) any Related Party of any of the foregoing Persons and (iv) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing Persons specified in clauses (i), (ii) or (iii) are members, provided that no member of the “group” (other than the Sponsor) shall, without giving effect to Rule 13d-5 of the Exchange Act, have Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent.

“Permitted Investments” means

(1)(A) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Company or any Restricted Subsidiary in the ordinary course of business;

(2)any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3)any Investment by the Company or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4)any Investment in securities or other assets not constituting cash or Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10 or any other disposition of assets not constituting an Asset Sale;

(5)any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6)loans and advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;

(7)any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or Restricted Subsidiary in connection with or as a result of a bankruptcy, workout,

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reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlement of delinquent accounts, or (B) as a result of a foreclosure by the Company or Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8)Hedging Obligations permitted under clause (10) of the second paragraph of Section 4.9 ;

(9)loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Company;

(10)any Investment by the Company or a Restricted Subsidiary having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding not to exceed the greater of (i) $150 million and (ii) 27.5% of Trailing EBITDA (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (10);

(11)Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3)(b) of the first paragraph of Section 4.7;

(12)guarantees (including Guarantees) of Indebtedness permitted under Section 4.9 and performance guarantees consistent with past practice, and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.12;

(13)Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

(14)Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;

(15)additional Investments in joint ventures in an aggregate amount not to exceed $25.0 million at any time outstanding;

(16)loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity;

(17)Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

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(18)extensions of trade credit in the ordinary course of business; and

(19)Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect a Receivables Facility.

“Permitted Junior Securities” means

(1)Equity Interests in the Company or any Guarantor; or

(2)debt securities issued pursuant to a confirmed plan of reorganization that are subordinated in right of payment to (a) all Designated Senior Indebtedness and (b) any debt issued in exchange for Designated Senior Indebtedness substantially the same extent as, or to a greater extent than, the Guarantees are subordinated to Designated Senior Indebtedness under this Indenture.

“Permitted Liens” means the following types of Liens:

(1)deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2)Liens (including deposits) in favor of issuers of stay, customs, performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptance issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3)Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4)Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized for, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5)Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

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(6)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(7)Liens in favor of the Company or any Restricted Subsidiary;

(8)Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (l9) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders of the Notes taken as a whole and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(9)other Liens securing Indebtedness for borrowed money or other obligations in an aggregate amount under this clause (9) not exceeding the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA at any time;

(10)Liens for taxes, assessments or other governmental charges or levies not overdue by more than forty-five (45) days or the nonpayment of which in the aggregate would not reasonably be expected to result in a material adverse effect, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11)judgment liens in respect of judgments that do not constitute an Event of Default;

(12)pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, deposits given to public or private utilities or any government authority or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or earnest money deposits required in connection with a purchase agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice;

(13)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by appropriate proceedings and (B) the Company or a Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (iii) the existence of which would not reasonably be expected to result in a material adverse effect;

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(14)minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15)leases, licenses, subleases or sublicenses (including, without limitation, licenses and sublicenses of intellectual property) granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16)the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(17)banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or securities intermediary;

(18)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(19)Liens on accounts receivable and related assets incurred in connection with Receivable Facility incurred pursuant to clause (18) of the second paragraph of Section 4.9;

(20)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;

(21)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(22)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or

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(iii) relating to purchase orders and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(23)Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(24)Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 4.9;

(25)Liens to secure Indebtedness incurred pursuant to clauses (20) and (24) of the second paragraph of Section 4.9 ;

(26)Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;

(27)security given to a public or private utility or any governmental authority as required in the ordinary course of business;

(28)landlords’ and lessors’ Liens in respect of rent not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;

(29)Liens in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) with respect to customs duties in the ordinary course of business, (ii) that are not overdue by more than sixty (60) days, (iii) (A) that are being contested in good faith by appropriate proceedings, (B) the Company or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, or (iv) the existence of which would not reasonably be expected to result in a material adverse effect;

(30)Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business;

(31)Liens on the Capital Stock of Unrestricted Subsidiaries;

(32)pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (21) of the second paragraph of Section 4.9.

(33)any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar

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arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar agreement;

(34)Liens consisting of customary contractual restrictions on cash and Cash Equivalents;

(35)Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

(36)possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments; provided that such Liens (a) attach only to such Investments or other Investments held by such broker or dealer and (b) secure only obligations incurred in the ordinary course of business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with the incurrence of Indebtedness or margin financing;

(37)Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment; and

(38)any interest or title of a licensor, a sublicensor, lessor or sublessor under any license or operating or true lease agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up; provided that in no event shall Equity Interests outstanding as of the Issue Date or issued thereafter to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Company be considered Preferred Stock.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2) under the Exchange Act, as the case may

32

be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Receivables Facility” means any of one or more financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells their accounts receivable or rights to future advisory fees (including Rule 12b-1 fees) to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable or rights to future advisory fees to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or rights to future advisory fees or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means the last April 1 or October 1 (whether or not on a Business Day) preceding such Interest Payment Date.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated as of the Issue Date between the Company, the Guarantors and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated., as representatives of the initial purchasers relating to the Notes issued on the Issue Date and (ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Regulation S Global Note Legend” means the legend identified as such in Exhibit A hereto.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon a receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Related Party” means (a) with respect to Madison Dearborn Partners, LLC, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Company or its Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

“Representative” means any agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such agent or representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Indebtedness.

“Resale Restriction Termination Date” means for any Transfer Restricted Note (or beneficial interest therein), that is (a) not a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.6(b)), one year from the Issue Date or, if any Additional Notes that are Transfer Restricted Notes have been issued before the Resale Restriction Termination Date for any Transfer Restricted Notes, from the latest such original issue date of such Additional Notes, and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.6(b)), the date on or after the 40th consecutive day beginning on and including the later of (i) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S) pursuant to Regulation S and (ii) the issue date for such Notes.

“Responsible Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee having direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an investment other than a Permitted Investment.

“Restricted Notes Legend” means the legend identified as such in Exhibit A hereto.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

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“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.

“Secured Indebtedness” means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) if any Indebtedness and any guarantee thereof is not secured by any Lien, the amount of such Indebtedness.

“Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) the aggregate amount of Secured Indebtedness of such Person as of such date of calculation to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred.  In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Secured Indebtedness as of the Secured Leverage Calculation Date.  The Secured Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of “Total Leverage Ratio,” including any pro forma adjustments to EBITDA (including for acquisitions).

“Secured Leverage Calculation Date” has the meaning set forth in the definition of “Secured Indebtedness Leverage Ratio.”

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Seed Capital Investment” means each Investment Vehicle in which the Company or one or more of its Restricted Subsidiaries has invested or is investing “seed” or “early stages” capital in the ordinary course of business.

“Significant Subsidiary” means any Restricted Subsidiary that would be “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Sponsor” means Madison Dearborn Partners, LLC and its Affiliates (other than any portfolio company thereof).

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any

35

contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

“Subsidiary” means, with respect to any specified Person:

(a)any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b)any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity;

provided that, in all cases, Subsidiary shall not include any Investment Vehicle even if any such entity would be consolidated with the Company under GAAP.

“Subsidiary Guarantors” means the Guarantors other than Parent or any other direct or indirect parent of the Company that delivers a Guarantee.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Total Assets” means total assets of the Company and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

“Total Leverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Total Consolidated Indebtedness of such Person as of the end of such period to the EBITDA (as calculated below) of such Person for such period.  In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness (other than incurrences or repayments of working capital borrowings under revolving credit facilities in the ordinary course of business) or issues or redeems Disqualified Stock or Preferred Stock, in each case subsequent to the end of the period for which the Total Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Leverage Ratio is made (the “Calculation Date”), then the Total Leverage Ratio shall

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be calculated using the aggregate amount of Total Consolidated Indebtedness as of the Calculation Date.

If Investments, acquisitions, dispositions, mergers or consolidations outside the ordinary course of business have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date, then the Total Leverage Ratio shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers or consolidations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation (including, without limitation, the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include synergies, operating improvements and operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken within the twelve-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead, provided that, in each case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) in the case of item (B) or (C) above, that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture.

“Total Net Tangible Assets” means total assets of the Company and its Restricted Subsidiaries, less all goodwill, trade names, trademarks, patents and any other like intangibles, all on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

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“Trailing EBITDA” means EBITDA of the Company and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

“Transaction Expenses” means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or other equity interests.

“Transactions” means (i) the entry into an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the Company and the guarantors thereunder, (ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iii) the refinancing of certain existing indebtedness of the Company as contemplated in the Offering Memorandum and (iv) the payment of fees and expenses related to each of the foregoing.

“Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two (2) Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 15, 2014; provided, however, that if the period from such redemption date to October 15, 2014 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” has the meaning set forth in the preamble to this Indenture.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means one or more Global Notes that bears a Global Note Legend and that is deposited with or on behalf of and registered in the name of a Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary.  The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital

38

Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with Section 4.7 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated).  The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such redesignation, no Event of Default shall have occurred and be continuing and any Indebtedness of, or Lien existing on assets of, such Subsidiary existing at the time of such redesignation is permitted pursuant to the covenants described under Sections 4.9 and 4.12 Any such designation or redesignation by the Board of Directors of the Company shall be notified by the Company to the Trustee by promptly filing with such Trustee a copy of the Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate certifying that such designation or resignation, as the case may be, complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two (2) Business Days prior to such determination.

Except as described in Section 4.9, whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Securities” means securities that are

(a)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government

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Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.2Other Definitions.

Term	Defined in Section
“Acceleration Notice”	6.2
“Act”	12.14(a)
“Affiliate Transaction”	4.11
“Agent Members”	2.6(a)
“Adjusted Net Assets”	10.6
“Authorization Order”	2.2
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.3
“Covenant Suspension Event”	4.20
“Event of Default”	6.1
“Excess Proceeds”	4.10
“Funding Guarantor”	10.6
“Guarantee Blockage Notice	11.3
“Guarantee Payment Blockage Period	11.3
“Guarantor Payment Default”	11.3
“incur”	4.9
“Initial Notes”	2.2

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“Interest Payment Date”	Exhibit A
“Legal Defeasance”	8.2
“Limited Non-Guarantor Debt Exceptions”	4.9
“Non-Guarantor Payment Default”	11.3
“Offer Amount”	3.9
“QIBs”	2.1(b)
“QIB Global Note”	2.1(b)
“Permitted Debt”	4.9
“Refinancing Indebtedness”	4.9
“Refunding Capital Stock”	4.7
“Registrar”	2.3
“Regulation S”	2.1(b)
“Regulation S Global Note”	2.1(b)
“Restricted Payment”	4.7
“Retired Capital Stock”	4.7
“Reversion Date	4.20
“Rule 144A”	2.1(b)
“Successor Company”	5.1
“Successor Guarantor”	10.5(a)
“Successor Parent Guarantor”	10.5(b)
“Suspended Covenants	4.20
“Suspension Period”	4.20

SECTION 1.3Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture.

The following TIA terms have the following meanings:

“indenture securities” means the Notes and any Guarantee;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes or any Guarantor.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein.

SECTION 1.4Rules of Construction. Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein;

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(2)an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

(7)provisions apply to successive events and transactions; and

(8)references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time.

ARTICLE II

THE NOTES

SECTION 2.1Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided, that the text of any such notations, legends or endorsements shall be delivered to the Trustee in writing by the Company in a form acceptable to the Company.  Each Note shall be dated the date of its authentication.  The Notes initially shall be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Trustee and the Paying Agent and Registrar, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(a)The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the principal aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as

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appropriate, to reflect exchanges, redemptions and transfers of interests.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.  The aggregate amount outstanding of any Global Note shall be reflected on the books and records of the Trustee.

Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

(b)The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) or (ii) in reliance on Regulation S under the Securities Act (“Regulation S”).  After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred (1) to QIBs, in reliance on Rule 144A, (2) outside the United States pursuant to Regulation S, (3) to Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act or (4) to the Company, in accordance with certain transfer restrictions.  Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers.  The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian.  Transfers of Notes between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16.

(c)Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with Section 2.1(b) and this Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Note Custodian for the Depositary.

The Trustee shall have no responsibility or obligation to any Beneficial Owner that is a member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice

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of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes.  The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in the Notes.

(d)Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2Execution and Authentication.

An Officer shall sign the Notes for the Company by manual, “.pdf”, facsimile or other electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $500,000,000 (the “Initial Notes”), (ii) Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.9), (iii) Exchange Notes or private exchange notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, upon a written order of the Company in the form of a certificate signed by one Officer of the Company (an “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, accompanied by an Opinion of Counsel in a form reasonably satisfactory to the Trustee, to the effect that all such conditions precedent have been satisfied.  Each such Authentication Order shall specify the principal amount and registered holder of each Note to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes, private exchange notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request.

The Company may appoint an authenticating agent reasonably acceptable to the Trustee to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or the Company or an Affiliate of the Company.

SECTION 2.3Registrar; Paying Agent.

The Company shall maintain (i) an office or agency within the City and State of New York where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent.  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company

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may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.

The Company shall promptly notify the Trustee in writing, and the Trustee shall notify the Holders, of the name and address of any Agent not a party to this Indenture.  The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such Agent.  If the Company fails to appoint or maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof.  The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar, except that for the purposes of Articles Three and Eight and Sections 4.10 and 4.14, neither the Company nor any Affiliate of the Company shall act as Paying Agent.

The Company initially appoints the Trustee to act as the Note Custodian, Registrar and Paying Agent.

The Company initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4Paying Agent To Hold Money in Trust.

The Company shall require each Paying Agent not a party to this Indenture to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent not a party to this Indenture to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent not a party to this Indenture to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Restricted Subsidiary) shall have no further liability for the money.  If the Company or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon the occurrence of events specified in Section 6.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5Holder Lists.

The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each Holder thereof, and the Company shall otherwise comply with TIA § 312(a).

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SECTION 2.6Book-Entry Provisions for Global Notes.

(a)Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Note Custodian, or under the Global Note, and the Depositary will be treated by the Company, the Trustee Note Custodian and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, Note Custodian or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or the irrespective nominees.  Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.  In addition, Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes.

(c)In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(e)Each Global Note shall bear the Global Note Legend on the face thereof.

(f)At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior

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to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

(g)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes upon receipt by the Trustee of a written order by the Company signed by one Officer of the Company in accordance with Section 2.2.

(2)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.7, 4.10, 4.14 and 9.5 hereto).

(3)All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(4)The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(5)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest and Additional Interest, if any, on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(6)The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof.  Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(7)Each Holder agrees to provide reasonable indemnity to the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

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(8)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(h)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue an Officers’ Certificate stating that such Registration Statement has been declared effective and deliver an Authentication Order to the Trustee, and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not affiliates (as defined in Rule 144) of the Company, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the Restricted Global Notes to be reduced accordingly, and the Trustee shall deliver to the Persons designated by the Holders of Restricted Global Notes or Restricted Definitive Notes so accepted the Unrestricted Global Notes or Unrestricted Definitive Notes issued and authenticated in accordance with the preceding sentence in the appropriate principal amount.

SECTION 2.7Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by one Officer of the Company, shall authenticate a replacement Note if the Trustee’s requirements are met.  In connection with the replacement of a Note, the Company and the Trustee will require an indemnity bond from the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability or expense that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment.  The Company and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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SECTION 2.8Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Restricted Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate of the Company shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the register or identified by the Company in an Officers’ Certificate as being owned shall be so disregarded.  Notwithstanding the foregoing, Notes that are to be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

SECTION 2.10Temporary Notes.

Until Certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by one Officer of the Company in accordance with Section 2.2.  Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the Trustee shall upon receipt of a written order of the Company signed by one Officer authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11Cancellation.

The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Company may have acquired in

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any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee.  All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  Subject to Section 2.7 hereof, the Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.  All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and certification of their disposal delivered to the Company.

SECTION 2.12Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof.  The Company shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date.  At least 15 days before the special record date, the Company (or the Trustee, in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13Record Date.

Unless otherwise set forth in this Indenture, the record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316(c).

SECTION 2.14Computation of Interest.

Interest and Additional Interest, if any, on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15CUSIP Number.

The Company in issuing the Notes may use a “CUSIP” number, and if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.16Special Transfer Provisions.

Each Initial Note and each Additional Note issued pursuant to an exemption from registration under the Securities Act will constitute a Transfer Restricted Note and be required to bear the Restricted Notes Legend until the expiration of the Resale Restriction Termination Date therefor, unless and until such Transfer Restricted Note is transferred or exchanged pursuant to

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an effective registration statement under the Securities Act.  The following provisions shall apply to the transfer of a Transfer Restricted Note:

(a)Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

(i)The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit C hereto.

(ii)If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note.

(b)Transfers Pursuant to Regulation S.  The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S:

(i)The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit D hereto from the proposed transferor.

(ii)If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note.

(c)Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do

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not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(d)General.  By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture.  A transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note shall be subject to compliance with applicable law and the applicable procedures of the Depositary, but is not subject any procedure required by this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.16.

SECTION 2.17Issuance of Additional Notes.

The Company shall be entitled to issue Additional Notes, including Exchange Notes, under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions, any registration rights agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12.

The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.

With respect to any Additional Notes, the Company shall set forth in a Board Resolution and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; and

(3)whether such Additional Notes shall be Transfer Restricted Notes.

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ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days or such shorter period as is acceptable to the Trustee before a redemption date, an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the Redemption Price.

If the Company is required to make an offer to purchase Notes pursuant to Section 4.10 or 4.14 hereof, it shall furnish to the Trustee, at least 30 days or such shorter period as is acceptable to the Trustee before the scheduled purchase date, an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the offer to purchase shall occur, (ii) the terms of the offer, (iii) the principal amount of Notes to be purchased, (iv) the purchase price and (v) the purchase date and further setting forth a statement to the effect that (a) the Company or one of its Subsidiaries has effected an Asset Sale and there are Excess Proceeds aggregating more than $25.0 million or (b) a Change of Control has occurred, as applicable.

The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or offer.

SECTION 3.2Selection of Notes To Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Registrar will select Notes for redemption as follows:

(1)if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2)if the Notes are not listed on any national securities exchange, on a pro rata basis to the extent practicable or in accordance with customary procedures of DTC.

No Notes of $2,000 or less shall be redeemed in part.  Except as otherwise provided herein, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Sections 8.2, 8.3 or 8.8 hereof.

If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount thereof that is to be redeemed.  A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate).  Notes called for redemption become due on the date fixed for redemption.

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On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption so long as the Company has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to this Indenture.  The Registrar shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Company in writing of the Notes selected for redemption.  The Registrar may select for redemption portions (equal to $2,000 or any integral multiples of $1,000 thereof) of the principal of the Notes that have denominations larger than $2,000.

SECTION 3.3Notice of Redemption.

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed by first class mail, a notice of redemption to the Trustee, the Registrar and each Holder whose Notes are to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(1)the redemption date;

(2)the Redemption Price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)the name, telephone number and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(6)that, on the redemption date, the redemption price will become due and payable upon each such Note or portion thereof, and that, unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such

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notice and providing a form of notice setting forth the information to be stated in the notice as provided in the preceding paragraph.  The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

SECTION 3.4Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest and Additional Interest, if any, to such date.  Any notice of redemption that is not mailed at least 30 days prior to the redemption date shall result in such redemption date becoming effective 30 days following the date the notice is mailed.  A notice of redemption may not be conditional.

SECTION 3.5Deposit of Redemption of Purchase Price.

On or before 10:00 a.m. (New York City time) on each redemption date or the date on which Notes must be accepted for purchase pursuant to Section 4.10 or 4.14, the Company shall deposit with the Paying Agent (other than the Company or an Affiliate of the Company) money sufficient to pay the Redemption Price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of (including any applicable premium), and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased.

If Notes called for redemption or tendered in an Asset Sale Offer or Change of Control Offer are paid or if the Company has deposited with the Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in an Asset Sale Offer or Change of Control Offer (regardless of whether certificates for such securities are actually surrendered).  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case, at the rate provided in the Notes and in Section 4.1 hereof.  If any Note called for redemption or tendered in an Asset Sale Offer or Change of Control Offer shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest and Additional Interest, if any, shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal.

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Any and all interest payable upon any redemption shall be payable in cash.

SECTION 3.6Notes Redeemed in Part.

Upon surrender and cancellation of a Note that is redeemed in part, the Company shall issue and, upon the written request of an Officer of the Company, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

SECTION 3.7Optional Redemption.

(a)The Notes may be redeemed, in whole or in part, at any time prior to October 15, 2014, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 15, 2014, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014	106.844	%
2015	104.563	%
2016 and thereafter	100.000	%

(c)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to October 15, 2014, the Company may on one or more occasions, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 109.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent and its Affiliates) and that any such redemption occurs within 90 days following the date of the closing of any such Equity Offering.

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SECTION 3.8Mandatory Redemption.

Except as set forth under Section 3.9, 4.10 and 4.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.9Offer to Purchase.

In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below.

On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.  If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase.  The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, or if less than the Offer Amount has been properly tendered, the aggregate purchase price equal to all Notes or portion of Notes properly tendered, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9.  On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or Depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9.  The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest and Additional Interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver (or cause to be transferred by book entry) at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The

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Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

ARTICLE IV

COVENANTS

SECTION 4.1Payment of Notes.

(a)The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest and Additional Interest, if any, then due.  The Company shall pay all Additional Interest, if any, in the same manner on the dates and amounts set forth in the Registration Rights Agreement; provided, however, the Company shall deliver an Officers’ Certificate to the Trustee stating that Additional Interest is due and stating the amount of such Additional Interest on $1,000 aggregate principal amount of Notes to the Trustee no later than the Record Date of such payment.  Unless and until the Trustee receives an Officers’ Certificate stating that Additional Interest is due and payable, the Trustee is entitle to assume no Additional Interest is due.

(b)The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

SECTION 4.2Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from

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time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3Reports.

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the Holders, by posting on its publicly available website, within fifteen days after the deadlines specified in the Commission’s rules and regulations for a filer that is a “non-accelerated filer”:

(1)substantially the same quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)substantially the same current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports (other than those current reports relating to Section 3 (Securities and Trading Markets), Section 5 (Corporate Governance and Management), Section 6 (Asset-Backed Securities) and Section 8 (Other Events) or successor provisions, provided, however, that the Company shall be required to file current reports relating to change of control of the Company, any amendments to the charter documents of the Company or any Guarantor that materially modify the rights of security holders).

To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders pursuant to Article VI if holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.

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So long as any Notes are outstanding, the Company will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Company to obtain such information.

In addition, if at any time Parent or any direct or indirect parent company that becomes a Guarantor (there being no obligation of any such parent company to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.3 may, at the option of the Company, be filed by and be those of Parent or such parent company (as applicable) rather than the Company; provided that the same is accompanied by consolidating information as required by Rule 3-10 of Regulation S-X that explains in reasonable detail the differences between the information relating to Parent and such other parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

If the Company is required to furnish reports to the Holders pursuant to the first paragraph of this Section 4.3, the Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, at its expense, the Trustee will deliver such reports to the Holders under this Section 4.3.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).  The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information of the statements contained therein.  The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

SECTION 4.4Compliance Certificate.

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2012, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of his or her knowledge, no Default or Event of Default has occurred during the previous fiscal year (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which

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he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that, to the best of his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest or Additional Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default (unless such Default or Event of Default has been cured prior to such time) and what action the Company is taking or proposes to take with respect thereto.

Except with respect to receipt of Note payments when due and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.4 the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or the breach of any representation, warranty of covenant made in this Indenture.

SECTION 4.5Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.6Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenant (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7Limitation on Restricted Payments.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a)declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (i) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase

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such Equity Interests (other than Disqualified Stock) and (ii) dividends or distributions by a Restricted Subsidiary payable on or in respect of any class or series of its securities, provided that such dividend or distribution is made in accordance with the terms of the agreement or instrument governing such class or series of securities);

(b)purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent entity of the Company held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;

(c)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clause (8) of the second paragraph of Section 4.9  or (y) the purchase, repurchase or other acquisition or retirement of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, acquisition or retirement); or

(d)make any Restricted Investment;

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9; and

(3)such Restricted Payment, together with (A) the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (11), (13), (14) and (15) of the next succeeding paragraph; provided that the calculation of Restricted Payments shall also exclude the amounts paid or distributed pursuant to clause (1) of the next paragraph to the extent that the declaration of such dividend or other distribution shall have previously been included as a Restricted Payment) and (B) the aggregate amount of all prepayments of Existing Notes pursuant to clause (B) of the second proviso of Section 4.18 made by the Company and its Restricted Subsidiaries after the Issue Date, is less than the sum, without duplication, of

(a)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most

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recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company after the Issue Date from the issue or sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of (x) Equity Interests of the Company (excluding (i) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) cash proceeds received from the sale of Refunding Capital Stock to the extent such amounts have been applied to Restricted Payments made in accordance with clause (2) of the next succeeding paragraph, (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities or Disqualified Stock of the Company that has been converted into or exchanged for Equity Interests of the Company (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent company sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock), plus

(c)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property contributed to the equity capital of the Company after the Issue Date (other than (i) by a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries, (ii) any Excluded Contributions, (iii) any Disqualified Stock, (iv) any Refunding Capital Stock, (v) any Designated Preferred Stock and (vi) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d)to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Company or a Restricted Subsidiary after the Issue Date in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted

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Investment) or a dividend or other distribution from an Unrestricted Subsidiary, plus

(e)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary or of the assets transferred (as applicable), as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment), plus

(f)$50.0 million.

The preceding provisions will not prohibit:

(1)the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) or Subordinated Indebtedness in exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to the Company or any of its Subsidiaries) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on Retired Capital Stock out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(3)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower of such Subordinated Indebtedness which is incurred in compliance with Section 4.9 so long as (A) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as such Subordinated Indebtedness so redeemed, repurchased, acquired or retired, (B) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (C) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

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(4)a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any Subsidiary or any of its direct or indirect parent companies (or their permitted transferees, assigns, estates or heirs) pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan, agreement or arrangement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement), provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Company or any direct or indirect parent company of the Company), with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $75.0 million in any calendar year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Company or any direct or indirect parent company of the Company); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date plus (B) the cash proceeds of “key man” life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) (it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder) (to the extent such debt was incurred to purchase Equity Interests of the Company or any of its direct or indirect parent companies)) minus (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

(5)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in accordance with Section 4.9; provided such Disqualified Stock is included in the calculation of Consolidated Total Indebtedness for such entity;

(6)the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) and the declaration and payment of dividends to any direct or indirect parent company of the Company the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Company issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of

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dividends or distributions thereon) on a pro forma basis, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9 or as “Permitted Debt” and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8)the payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company of the Company, as the case may be, to fund the payment by any such parent company of the Company of dividends on such entity’s common stock) following the first public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, in an aggregate amount not to exceed, in any year, 6% of the net cash proceeds received by or contributed to the Company after the Issue Date in any such public offering, other than public offerings of common stock of the Company (or any direct or indirect parent company of the Company) registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9)Investments that are made with Excluded Contributions;

(10)the payment of dividends or other distributions to any direct or indirect parent company of the Company to fund the payment by any such parent company of interest payments or AHYDO Catch Up Payments on Indebtedness, or dividends on Preferred Stock, of such parent company incurred or issued after the Issue Date; provided, however, that (A) the net cash proceeds of such Indebtedness or such Preferred Stock, as the case may be, are contributed to the Company as common equity, (B) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the amount of net cash proceeds of such Indebtedness or Preferred Stock actually contributed to the Company as common equity and (C) after giving effect to such dividends or other distributions, the amount available for Restricted Payments pursuant to clause (3) of the first paragraph of this Section 4.7 shall not be less than $0;

(11)distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility;

(12)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness or Disqualified Stock pursuant to provisions similar to those described in Sections 4.10 and 4.14; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by Holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

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(13)the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Company in amounts required for such Person to pay, without duplication:

(i)franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

(ii)federal, foreign, state and local income or franchise taxes (or any alternative tax in lieu thereof); provided, that, in each fiscal year, the amount of such payments shall be equal to the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;

(iii)customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of any direct or indirect parent company of the Company and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(iv)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(v)amounts payable pursuant to the Management Agreement;

(vi)fees and expenses other than to Affiliates of the Company related to (1) any unconsummated equity or debt offering of such parent entity, (2) any Investment otherwise permitted under this section (whether or not successful) and (3) any transaction of the type described under Section 5.1;

(vii)cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent;

(viii)amounts to finance Investments otherwise permitted to be made pursuant to this Indenture; provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited Section 5.1 in order to consummate such Investment; (3) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no

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consideration or other payment in connection with such transaction, (4) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of this Section 4.7 and (5) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary by another paragraph of this paragraph (other than pursuant to clause (9) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (11) thereof);

(ix)reasonable and customary fees payable to any directors of any direct or indirect parent of the Company and reimbursement of reasonable out-of-pocket costs of the directors of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(x)reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(14)cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.7 (as determined in good faith by the Board of Directors of the Company);

(15)distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) below or clause (10) of the definition of “Permitted Investments”);

(16)[RESERVED];

(17)Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, without giving effect to any sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities or are included in the calculation under clause (3)(d) of the first paragraph of this Section 4.7, not to exceed the greater of (i) $75 million and (ii) 14% of Trailing EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(18)payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole that complies with the terms of this Indenture, including Article V hereof; and

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(19)the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Company or any of its direct or indirect parent companies pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided, however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Company);

provided, however, that at the time of, and after giving effect to, (i) any Restricted Payment permitted under clauses (4), (5), (6), (8), (12), (13)(v) and (vi) and (17) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) any Restricted Payment permitted under clause (10) above, no Default or Event of Default specified in clauses (1), (2), (5) or (7) of Section 6.1 shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment.  The fair market value of any assets or securities that are required to be valued by this Section 4.7 will be determined in good faith by the Board of Directors of the Company.

As of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries.  The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.”  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of “Investments.”  Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this Section 4.7 or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries will not be subject to any of the restrictive covenants of this Indenture.

For the avoidance of doubt, any dividend or distribution otherwise permitted pursuant to this Section 4.7 may be in the form of a loan.

SECTION 4.8Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or

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participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect (x) pursuant to a Credit Facility or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date;

(2)(x) this Indenture, the Notes and Guarantees (including any Exchange Notes issued in exchange for the Notes and related Guarantees) and (y) the 2020 Indenture, the 2020 Notes and Guarantees (including any Exchange Notes (as defined in the 2020 Indenture) issued in exchange for the 2020 Notes and related Guarantees);

(3)purchase money obligations or other obligations described in clause (5) of the second paragraph of Section 4.9 that, in each case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this Section 4.8 on the property so acquired;

(4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6)contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.9 and 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.9 or (ii)

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that is incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.9;

(10)customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11)customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;

(12)restrictions and conditions by the terms of the documentation governing any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;

(13)negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under this Indenture;

(14)any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph of this Section 4.8 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (1), (2), (3) or (5) above; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable to the Holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Company’s and Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due; provided further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the Holders of the Notes than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date; and

(15)any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to Section 4.9 if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith).

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SECTION 4.9Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Total Leverage Ratio of the Company and its Restricted Subsidiaries (on a consolidated basis) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been less than 7.0 to 1.0 determined on a pro forma basis; provided further, that any incurrence of Indebtedness or issuance of Preferred Stock pursuant to this paragraph by a Restricted Subsidiary that is not a Guarantor is subject to the limitations of set forth in the last paragraph of this Section 4.9.

The first paragraph of this Section 4.9 will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1)the incurrence by the Company or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Company or any Restricted Subsidiary of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount, equal to (A) $3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness, plus (B) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Leverage Ratio of the Company would not exceed 5.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (B)), minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales minus (D) the aggregate amount of Indebtedness incurred by a Receivables Subsidiary and then outstanding pursuant to clause (18) of this paragraph;

(2)the incurrence by the Company and the Guarantors of Indebtedness represented by (x) the Notes (including any Guarantee thereof) issued on the Issue Date and any Exchange Notes and related Guarantees to be issued in exchange for the Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement and (y) the 2020 Notes (including any Guarantee thereof) issued on the Issue Date and any Exchange Notes (as defined in the 2020 Notes Indenture) and related guarantees to be issued in exchange for the 2020 Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement (as defined in the 2020 Notes Indenture);

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(3)the incurrence by a Broker-Dealer Subsidiary of Indebtedness incurred in connection with the settlement of securities transactions in the ordinary course of business in an amount not to exceed $50.0 million at any one time outstanding;

(4)any Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clause (1) or (2) above), including the Existing Notes;

(5)(i) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted Subsidiary to finance the purchase, construction, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), and (ii) Indebtedness incurred to refinance any such Indebtedness under subclause (i), in an aggregate principal amount under this clause (5) that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) does not exceed the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;

(6)Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed or paid within 60 days following such drawing or incurrence;

(7)indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(8)Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to constitute the incurrence of such Indebtedness not permitted by this clause (8) and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Company or such Guarantor with respect to the Notes or the Guarantees;

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(9)shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10)Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(11)obligations in respect of customs, stay, bid, appeal, performance and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

(12)Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12) does not at any one time outstanding exceed the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;

(13)(x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (3) above) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary or the Company, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Company incurred in accordance with the terms of this Indenture;

(14)the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund, replace or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2) and (4) above, this clause (14) and clause (15) below or any Indebtedness issued to so refund, replace, redeem, extend or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that (A) such Refinancing Indebtedness has a Weighted Average Life to Maturity which is not less than the Weighted Average Life to Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, and has a Stated Maturity not earlier than the

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Stated Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, (B) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes or the Guarantees at least to the same extent as the Indebtedness being refunded, replaced or refinanced, (C) such Refinancing Indebtedness shall not have any obligors that were not obligors of the Indebtedness being refunded, replaced or refinanced, (D) such Refinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, redeemed, extended or refinanced and (E) any Preferred Stock shall be refunded, replaced or refinanced with Preferred Stock;

(15)subject to the last paragraph of this covenant, (i) Indebtedness or Preferred Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by, the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture or (ii) Indebtedness of the Company or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Company or such Restricted Subsidiary of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger or consolidation with, any Person owning such assets); provided that after giving effect to such incurrence of Indebtedness either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of this Section 4.9 or (B) the Total Leverage Ratio would be less than or equal to such Total Leverage Ratio immediately prior to such acquisition;

(16)Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(17)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;

(18)Indebtedness incurred by a Receivables Subsidiary in connection with a Receivables Facility;

(19)Indebtedness consisting of promissory notes issued by the Company or any Guarantor to current or former officers, directors, consultants and employees, their respective estates, spouses, former spouses, heirs or family members to finance the purchase or redemption of Equity Interests of the Company or any of its direct or indirect parent companies permitted by Section 4.7;

(20)Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described in Article VIII hereof;

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(21)Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;

(22)cash management obligations and Indebtedness in respect of netting services, employee credit card programs or similar arrangements in connection with cash management and deposit accounts or security accounts;

(23)Indebtedness representing deferred compensation to employees of the Company or any Restricted Subsidiary incurred in the ordinary course of business; and

(24)Indebtedness or Preferred Stock of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million at any one time outstanding.

For purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.9, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this Section 4.9 (so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification), and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories.  Accrual of interest or dividends, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness or Preferred Stock will not be deemed to be an incurrence of Indebtedness or Preferred Stock for purposes of this Section 4.9 and Section 4.12. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the second paragraph of this Section 4.9 and any such Indebtedness that was outstanding under the Credit Agreement as of the Issue Date may not later be reclassified.

For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement.  The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred.  The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section 4.9 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

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The Company shall not, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt) of the Company, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company.  No Guarantor will, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt, but excluding Designated Senior Indebtedness) of such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of such Guarantor.  Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority.

Notwithstanding anything to the contrary contained in the first paragraph of this Section 4.9 or in the second paragraph of this Section 4.9, no Restricted Subsidiary of the Company that is not a Guarantor shall incur any Indebtedness or issue any Preferred Stock in reliance on the first paragraph of this Section 4.9 or clause (15) of the second paragraph of this Section 4.9, or guarantee (in reliance on clause (13) of the second paragraph of this Section 4.9) any Indebtedness incurred by the Company or a Restricted Subsidiary in reliance on the first paragraph of this Section 4.9 or clause (15) of the second paragraph of this Section 4.9 (collectively, the “Limited Non-Guarantor Debt Exceptions”), if the amount of such Indebtedness or Preferred Stock, when aggregated with the amount of all other Indebtedness or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA; provided, that in no event shall any Indebtedness or Preferred Stock of any Restricted Subsidiary that is not a Guarantor (x) existing at the time it became a Restricted Subsidiary or (y) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly Owned Subsidiary (and in the case of clauses (x) and (y), not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this paragraph.

SECTION 4.10Limitation on Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

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For purposes of clause (2) above, the amount of (i) any liabilities other than contingent liabilities (as shown on the Company’s or the applicable Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, (iii) any assets described in clause (2) or (3) below, and (iv) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) an amount equal to 2.0% of Total Assets of the Company on the date on which such Designated Non-cash Consideration is received (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

(1)(i) to reduce Obligations under Secured Indebtedness of the Company or any Restricted Subsidiary, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or another Restricted Subsidiary), (iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (iv) to reduce Indebtedness of the Company that ranks pari passu in right of payment with the Notes or Indebtedness of a Guarantor that ranks pari passu in right of payment with such Guarantor’s Guarantee of the Notes (provided that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu in right of payment with the Notes or the Guarantees (other than Indebtedness specified in clauses (i) through (iii) above), it will equally and ratably reduce Obligations under the Notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by causing the Company to make an Asset Sale Offer (in accordance with the procedures set forth below in this Section 4.10) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes), in each case other than Indebtedness owed to Parent or any Restricted Subsidiary;

(2)to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other non-current assets, in each of (A), (B) and (C), used or useful in a Permitted Business;

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(3)to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale; and or

(4)to make any Seed Capital Investment.

Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds”; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement).

When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company or the applicable Restricted Subsidiary will make an offer (an “Asset Sale Offer”) to all Holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Registrar will select the Notes to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company or the applicable Restricted Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company or the applicable Restricted Subsidiary will comply with the applicable securities laws and regulations

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and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

SECTION 4.11Limitation on Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless:

(1)the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or Restricted Subsidiary with an unrelated Person; and

(2)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such Affiliate Transaction) have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a Board Resolution.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)any transaction with the Company, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(2)Restricted Payments and Permitted Investments (including Seed Capital Investments) permitted by this Indenture;

(3)the payment by the Company or any of its Restricted Subsidiaries of management, consulting, monitoring and advisory fees, termination or indemnification payments and related reasonable expenses pursuant to the Management Agreement;

(4)payments in respect of reasonable employment, severance and any other compensation arrangements with, and fees and reasonable expenses paid to, and indemnities provided on behalf of (and entering into related agreements with) officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;

(5)payments made by the Company or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other

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investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such Affiliate Transaction) in good faith;

(6)transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the first paragraph of this Section 4.11;

(7)payments or loans (or cancellations of loans) to employees or consultants of the Company or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Company in good faith and which are otherwise permitted under this Indenture;

(8)payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement (which is permitted under clause (3) of the second paragraph of this Section 4.11), including additional parties that may be added subsequent to the Issue Date and any amendment thereto to the extent such an amendment is not adverse to the interests of the Holders of the Notes in any material respect;

(9)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services (including Parent and its Subsidiaries), in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(10)if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder, any director, officer, employee or consultant of the Company or its Subsidiaries or any other Affiliates of the Company (other than a Subsidiary);

(11)any transaction permitted by Section 5.1;

(12)any transaction with a Receivables Subsidiary effected as part of a Receivables Facility;

(13)the Transactions and the payment of the Transaction Expenses;

(14)payments by the Company and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

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(15)payments to investment and commercial banks (or their affiliates) for financial advisory and other investment and commercial banking services and financings provided by them in the ordinary course of business on ordinary commercial terms;

(16)investments by Affiliates of the Company in investment funds managed by the Company or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and

(17)any transaction with, or payment to, any financial institution or distribution participant in connection with the sale or distribution of securities or providing investment management services in the ordinary course of business of the Company and its Restricted Subsidiaries.

SECTION 4.12Limitation on Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)in the case of Liens securing Subordinated Indebtedness of the Company, the Notes are secured by a Lien on such property, assets or proceeds of the Company that is senior in priority to such Liens;

(2)in the case of Liens securing Subordinated Indebtedness of any Guarantor, the Guarantee of such Guarantor is secured by a Lien on such property, assets or proceeds of such Guarantor that is senior in priority to such Liens;

(3)in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of the Company, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Company; and

(4)in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of any Guarantor, the Guarantee of such Guarantor is equally and ratably secured by a Lien on such property, assets or proceeds of such Guarantor.

The foregoing shall not apply to:

(i)Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(ii)Liens securing all of the Notes and the related Guarantees and all of the Notes issued in exchange therefor pursuant to the Registration Rights Agreement (including Notes issued in exchange for Additional Notes) and secured by a Lien (in each case in accordance with the terms of this Indenture) and the related Guarantees;

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(iii)Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (5) of the second paragraph of Section 4.9 ; or

(iv)Permitted Liens.

Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1), (2), (3) and (4) above.

SECTION 4.13Payments for Consent.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.14Offer To Purchase upon Change of Control.

If a Change of Control occurs, unless the Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture.  In the Change of Control Offer, the Company will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase.  Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of a Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee and each Agent, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice.  The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

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(2)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

The Company is not required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all Notes has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price.  A Change of Control Offer may be made in advance of a Change of Control and may be conditional upon the occurrence of a Change of Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.

SECTION 4.15Corporate Existence.

Subject to Section 4.14 and Article V hereof, as the case may be, the Company and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership, limited liability company or other existence of Parent and each of its Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) and the rights (charter and statutory), licenses and franchises of Parent and its Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.16Business Activities.

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

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SECTION 4.17Additional Guarantees.

The Company shall cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $25.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (3), (6), (7), (8), (9), (10), (11), (16) and (18) of the second paragraph of Section 4.9 ) and (ii) each Restricted Subsidiary that guarantees any Indebtedness of the Company or any of the Guarantors, in each case, within ten (10) Business Days of such incurrence of any such Indebtedness or guarantee of such Indebtedness, to execute and deliver to the Trustee a Guarantee, together with an Opinion of Counsel, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on the same terms and conditions as those set forth in this Indenture.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall automatically be released under the circumstances set forth in, and in accordance with, Article X.

SECTION 4.18Limitation on Prepayment or Modification of Existing Notes.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly purchase, redeem, defease or otherwise acquire or retire for value (for purposes of this Section 4.18, “prepay”) any of the Existing Notes prior to the final maturity date thereof (as in effect on the Issue Date); provided that the Company may so long as no Default or Event of Default exists or would result therefrom, prepay any Existing Notes; provided that (A) any such prepayment shall be funded only with the proceeds of unsecured Indebtedness incurred substantially concurrently with such prepayment and (a) at the time of incurrence and after giving pro forma effect thereto and to the application of the proceeds thereof, (I) the Guaranteed Indebtedness Leverage Ratio shall be no greater than 7.20 to 1.0 or (II) such Indebtedness is incurred pursuant to clause (14) of the second paragraph of Section 4.9 and (b) such Indebtedness shall have a Weighted Average Life to Maturity which is longer than the Weighted Average Life to Maturity of the Notes, and shall have a Stated Maturity later than the Stated Maturity of the Notes or (B) after giving effect thereto, the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7. shall not be less than $0.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, amend the Existing Notes or the Existing Notes Indenture, or any supplemental indenture in respect thereof, in any way (i) to make the final maturity date of the Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity of the Existing Notes, (iii) to modify or change any provision of the Existing Notes Indenture or the related definitions in a manner that is more restrictive to the Company than the Existing Notes Indenture as in effect on the Issue Date, (iv) to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures the Existing Notes, (v) to provide guarantees of any of the Existing Notes by any

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Subsidiary of the Company or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

SECTION 4.19Further Instruments and Acts.

Upon request by the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

SECTION 4.20Suspension of Certain Covenants upon Investment Grade Ratings.

If, on any date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under Section 4.10 and the covenants specifically listed under the following sections in this Indenture will no longer be applicable (collectively, the “Suspended Covenants”):

(1)  Section 4.7;

(2)  Section 4.8;

(3)  Section 4.9;

(4)  Section 4.11;

(5)  Section 4.18; and

(6)  clause (4) of the first paragraph of Section 5.1.

In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.  The period of time between the Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.”

On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of Section 4.9. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.7 will be made as though the covenant described under Section 4.7 had been in effect prior to, and during, the Suspension Period.  As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period.  On and after each

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Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

For purposes of Section 4.8, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of Section 4.8 entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph of Section 4.8.

For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

For purposes of Section 4.11, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under Section 4.11.

During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Covenant Suspension Event or Reversion Date, an Officers’ Certificate stating that such Covenant Suspension Event or Reversion Date, as the case may be, has occurred; provided that any failure to provide such Officers’ Certificate shall have no effect whatsoever on the provisions of this Section 4.20.

ARTICLE V

SUCCESSORS

SECTION 5.1Merger, Consolidation or Sale of Assets.

(a)The Company may not, directly or indirectly:  (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)(a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, including the Person to which such sale,

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assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Company”);

(2)the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3)immediately after such transaction, no Default or Event of Default exists;

(4)immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9 or (b) the Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and

(5)each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture and the Registration Rights Agreement.

(b)Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor, (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.

(c)For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

(d)The predecessor company will be released from its obligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the Notes.

(e)In connection with any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1, the Company shall expressly assume the obligations under this Indenture and Notes by supplemental indenture and shall execute and deliver to the Trustee a

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supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession together with an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1 and such supplemental indenture in respect thereto complies with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the successor entity, subject to the customary exceptions.

SECTION 5.2Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and shall exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1Events of Default.

Each of the following constitutes an “Event of Default”:

(1)the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2)the Company defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days;

(3)the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days (or 90 days with respect to Section 4.3) after notice of the default or breach has been given to the Company by the Trustee or the Holders of at least 25% of the aggregate principal amount of the outstanding Notes;

(4)a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent, the Company or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Company or any Restricted Subsidiary (other than Indebtedness owed to Parent,

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the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods, amendments or waivers) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5)the failure by Parent, the Company or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities or insurance policies as to which liability coverage has not been denied by the insurance company or indemnifying party), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable;

(6)the Guarantee of Parent or a Significant Subsidiary that is a Guarantor or any group of Subsidiaries that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of this Indenture; or

(7)(i) Parent, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)admits in writing its general inability to pay its debts as they become due;

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(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)appoints a custodian of, or for all or substantially all of the assets of, Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(c)orders the liquidation of Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.2Acceleration.

If an Event of Default (other than an Event of Default specified in clause (7) of Section 6.1 with respect to the Company) shall occur and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may declare the principal of the Notes and any accrued interest on the Notes to be due and payable, which notice shall specify the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.

If an Event of Default specified in clause (7) of Section 6.1 with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes.

At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1)if the rescission would not conflict with any judgment or decree;

(2)if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3)to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

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(4)if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5)in the event of the cure or waiver of an Event of Default of the type described in clause (7) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

In the event of any Event of Default specified in clause (4) of Section 6.1, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

SECTION 6.3Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium, if any, interest and Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Guarantees.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.4Waiver of Past Defaults.

The Holders of a majority in principal amount of the Notes issued and then outstanding under this Indenture by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on Notes (other than non-payment of principal and interest that has become due solely because of an acceleration), which shall require the consent of all of the Holders of the Notes then outstanding.

SECTION 6.5Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to

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the Trustee or exercising any trust or power conferred on the Trustee.  However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Notes or the Guarantees, that the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability or expense that is not adequately indemnified in the judgment of the Trustee, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  In case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs.  Notwithstanding any provision to the contrary in this Indenture, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

SECTION 6.6Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice from the Company;

(b)the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder or Holders offer and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and

(e)during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7Rights of Holders of Notes To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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SECTION 6.8Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money and property in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest and Additional Interest ratably, without

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preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and Additional Interest, respectively;

Third:  without duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and

Fourth:  to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.  At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture or the TIA (as if this Indenture were qualified under the TIA prior to such qualification) and the Trustee need perform only those duties that are specifically set forth in this Indenture or the TIA (as if this Indenture were qualified under the TIA prior to such qualification) and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements

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of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

However, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform to the requirements of this Indenture, the Notes or the Guarantees, as the case may be.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any loss, liability or expense.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2Rights of Trustee.

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel.

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(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.  Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.  Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)The rights, privileges, protections and benefits given to the Trustee, including, without limitation, its rights to compensation and to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Paying Agent and the Registrar, and to each other agent, custodian and other Persons employed to act hereunder.

(i)The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 hereof, and such notice references the Notes and this Indenture.  In the absence of

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any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.

(k)The permissive rights of the Trustee to do certain things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default with respect to such permissive rights.

(l)The Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever including, but not limited to, loss or profit irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)The Trustee shall not be required to give any note, bond, or surety in respect of the execution of the trusts and powers under this Indenture.

(n)The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authorities and governmental action.

SECTION 7.3Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or the Offering Memorandum, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or the Offering Memorandum, any statement or recital on any Officers’ Certificate delivered to the Trustee under Article IV or Section 8.4 hereof, or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer, the Trustee shall mail to Holders a notice of the Default or Event of Default

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within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest or Additional Interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.6Reports by Trustee to Holders of the Notes.

Once this Indenture is qualified under the TIA, if required by the TIA, 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.7Compensation and Indemnity.

The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as agreed upon in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.  Under no circumstances shall the Trustee be liable for any consequential or punitive damages of any kind.

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The obligations of the Company and the Guarantors under this Section 7.7 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee, including any termination under any Bankruptcy Law.

To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, including any termination under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.8Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

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If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may, at the expense of the Company, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to the Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s and the Guarantors’ obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the administration of this Indenture) to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities.  The Trustee together with its affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(l), (2) and (5).  The Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or conflicts of interest or participation in other securities, of the Company or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11Preferential Collection of Claims Against the Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12Trustee’s Application for Instructions from the Company.

Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such

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omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than 20 Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF THE INDENTURE

SECTION 8.1Option To Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2Legal Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below, (ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture.  For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium and Additional Interest, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(1); (b) the Company’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article VIII.  Subject to compliance with this

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Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3Covenant Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 (other than with respect to the legal existence of the Company), 4.16, 4.17, 4.18, and 5.1 hereof and the operation of Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(6) with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3),(4), (5) and (6) hereof shall not constitute Events of Default.

Notwithstanding any discharge or release of any obligations pursuant to Section 8.2 or 8.3, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8.  After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive.

SECTION 8.4Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

(1)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient (without consideration of any reinvestment interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued hereunder on their Stated Maturity or on the applicable redemption date, as the case may

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be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Event of Default shall have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor are a party or by which the Company or any of its Guarantors is bound;

(6)the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and

(7)the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.5Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6 hereof, all money and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the

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Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company and be relieved of all liability with respect to any money or non-callable U.S. Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest or Additional Interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest or Additional Interest, if any, has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.7Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Securities in accordance with Section 8.2, 8.3 or 8.8 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2, 8.3 or 8.8 hereof until such time as the Trustee or Paying

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Agent is permitted to apply all such money in accordance with Section 8.2, 8.3 or 8.8 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest or Additional Interest, if any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.8Discharge.

The Company and the Guarantors may terminate the obligations under this Indenture and the Notes when:

(1)either

(a)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b)all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year or (iii) have been called for redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2)no Event of Default shall have occurred and be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound;

(3)the Company shall have paid or caused to be paid all sums payable by it under this Indenture;

(4)the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be; and

(5)the Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications) to the

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Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8.  After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8.

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1Without Consent of Holders of the Notes.

Notwithstanding Section 9.2, without the consent of any Holders, the Company, the Guarantors, if any, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Notes or the Guarantees for any of the following purposes:

(1)to cure any ambiguity, mistake, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company’s or such Guarantor’s obligations under this Indenture, the Notes or any Guarantee in accordance with the provisions of this Indenture;

(4)to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;

(5)to secure the Notes;

(6)to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, as amended;

(7)to add a Guarantee of the Notes;

(8)to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture; or

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(9)to conform the text of this Indenture, Notes or Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum.

No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under Article XI (or any definitions of terms used therein), without the consent of such holder or, in accordance with the terms of such Designated Senior Indebtedness, the consent of the Representative of such holder or the requisite holders of such Designated Senior Indebtedness.

SECTION 9.2With Consent of Holders of Notes.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture and the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, including the definitions herein; provided, however, that no such amendment or supplement shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of such Notes issued hereunder (other than provisions relating to Sections 3.9, 4.10 and 4.14 except as set forth in clause (11) below);

(3)reduce the rate of or change the time for payment of interest on any Note issued hereunder;

(4)waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes issued hereunder (except a rescission of acceleration pursuant to the third paragraph under Section 6.2);

(5)make any Note payable in money other than that stated in the Notes;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on such Notes issued hereunder or impair the right of any Holder of Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(7)waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Sections 3.9, 4.10 and 4.14 except as set forth in clause (11) below);

(8)make any change in the ranking or priority in right of payment of any Note that would adversely affect the Holders of such Notes;

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(9)modify or change any provision of this Indenture or the related definitions affecting the subordination of the Guarantees in a manner that adversely affects the Holders of the Notes;

(10)modify the Guarantees in any manner adverse to the Holders of the Notes;

(11)amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or

(12)make any change in the preceding amendment and waiver provisions.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

SECTION 9.3Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.4Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note by notice to the Trustee or the Company received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be at least 30 days prior to the first solicitation of such consent.  If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for

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more than six months after such record date.  The Company shall inform the Trustee in writing of the fixed record date if applicable.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (12) of Section 9.2, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

SECTION 9.5Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver, the text of which shall be provided by the Company, on any Note thereafter authenticated.  The Company, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6Trustee To Sign Amendments, Etc.

The Trustee, the Paying Agent and the Registrar shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee, the Paying Agent and the Registrar.  The Company and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it.  In signing or refusing to sign any amendment or supplemental indenture the Trustee, the Paying Agent and the Registrar shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms.

ARTICLE X

NOTE GUARANTEES

SECTION 10.1Guarantees.

(a)Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that:  (i) the principal of and premium, if any, and interest and Additional Interest, if any, on the Notes shall be paid in full when due, whether at their Stated

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Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest and Additional Interest, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at their Stated Maturity, by acceleration or otherwise.  Each of the Guarantees shall be a guarantee of payment and not of collection.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Guarantee or as provided for in this Indenture.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

(d)If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned.  This paragraph (d) shall survive the termination of this Indenture.

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(e)Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

SECTION 10.2Execution and Delivery of Guarantee.

To evidence its Guarantee set forth in Section 10.1, each Guarantor agrees that a notation of such Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee.  Such notation of Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signature.  In case the officer, board member or director of such Guarantor who shall have signed such notation of Guarantee shall cease to be such officer, board member or director before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Guarantee had not ceased to be such officer, board member or director.

Each Guarantor agrees that its Guarantee set forth in Section 10.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee.  The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 10.3Severability.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.4Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result

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in the obligations of such Guarantor under its Guarantee constituting a fraudulent transfer or conveyance.

SECTION 10.5Guarantors May Consolidate, Etc., on Certain Terms.

(a)Except as otherwise provided in this Section 10.5(a), a Guarantor (other than Parent) may not, and the Company will not permit such Guarantor to, (1) consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)(a) such Guarantor is the surviving Person or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”);

(2)the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3)immediately after such transaction, no Event of Default exists; and

(4)the transaction is made in compliance with Section 4.10 hereof, if applicable.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof.

Notwithstanding the foregoing, any Guarantor (other than Parent) (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets.

(b)Except as otherwise provided in this Section 10.5(b), Parent will not (1) consolidate or merge with or into another Person (whether or not Parent is the surviving

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corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1) (a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia (Parent or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Parent Guarantor”);

(2) the Successor Parent Guarantor (if other than Parent) assumes all the obligations of Parent under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and

(3) immediately after such transaction, no Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture and the Registration Rights Agreement to the Trustee and satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Parent, such successor Person shall succeed to and be substituted for the Parent with the same effect as if it had been named herein as a Guarantor.  All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof.

Notwithstanding the foregoing, Parent may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor.

SECTION 10.6Contribution.

In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding Guarantee shall be entitled to a contribution from all other Subsidiary Guarantors in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to any Notes or any other Subsidiary Guarantor’s obligations with respect to the Guarantee.  “Adjusted Net Assets” of such Subsidiary Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Subsidiary Guarantor exceeds the total amount of liabilities including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities

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incurred or assumed on such date and after giving effect to any collection from any other Subsidiary of the Subsidiary Guarantor in respect of the obligations of its Guarantee), but excluding liabilities under the Guarantee, of such Subsidiary Guarantor at such date and (y) the present fair salable value of the assets of such Subsidiary Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Subsidiary Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Subsidiary of the Company in respect of the obligations of such Subsidiary Guarantor under its Guarantee), excluding debt in respect of the Guarantee of such Subsidiary Guarantor, as they become absolute and matured.

SECTION 10.7Waiver of Subrogation.

Until all guaranteed obligations under this Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights.  If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of the Holders of the Notes, and shall forthwith be paid to the trustee for the benefit of such holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture, Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.7 is knowingly made in contemplation of such benefits.

SECTION 10.8Releases of Guarantees.

Any Subsidiary Guarantor shall be released and relieved of any obligations under this Guarantee in the event that:

(a)the sale, disposition or other transfer (including through merger or consolidation) of (x) Capital Stock of such Subsidiary Guarantor if after such sale, disposition or other transfer such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, provided that, in each case, such sale, disposition or other transfer is made in compliance with the provisions of this Indenture;

(b)the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture;

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(c)in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary or the repayment of all of the Indebtedness which resulted in the obligation to guarantee the Notes, other than as a result of payment under a guarantee of such Indebtedness; or

(d)such Subsidiary Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (which may be conditioned on the concurrent release hereunder), other than as a result of payment under a guarantee of such Indebtedness, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (6), (7), (8), (9), (10), (11), (16) or (18) of the second paragraph of Section 4.9 and (z) does not guarantee any Indebtedness of the Company or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee hereunder).

Upon delivery to the Trustee of a request for release of a Subsidiary Guarantor in accordance with the foregoing clause (a), (b), (c) or (d), accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the transaction as described in such clause was effected in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

In addition, the Guarantees will be automatically released if the Company exercises its legal defeasance option or its covenant defeasance election pursuant to Section 8.1 or its obligations under this Indenture are discharged in accordance with the terms of this Indenture.

Any Guarantor not released from its obligations under this Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

SECTION 10.9Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits.

ARTICLE XI

SUBORDINATION OF GUARANTEES

SECTION 11.1Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article XI, to the prior payment in full of all existing and future

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Designated Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness.  A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all other existing and future Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Designated Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein.  The Notes are not subordinated in right of payment to any Indebtedness.  All provisions of this Article XI shall be subject to Section 11.12.

SECTION 11.2Liquidation, Dissolution or Bankruptcy.

Upon any payment or distribution of the assets of any Guarantor upon a total or partial liquidation or dissolution or a reorganization of or similar proceeding relating to such Guarantor or its property:

(i)the holders of Designated Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of such Designated Senior Indebtedness in cash before Holders of the Notes shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Guarantees of the Notes; and

(ii)until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which holders of the Guarantees of the Notes would be entitled but for this Article XI of this Indenture shall be made to holders of such Designated Senior Indebtedness as their interests may appear, except that holders of the Guarantees of the Notes may receive Permitted Junior Securities.

SECTION 11.3Default on Designated Senior Indebtedness of a Guarantor.

No Guarantor shall make any payments on its Guarantee of the Notes or purchase, redeem or otherwise retire any Notes (collectively, “pay on the Guarantees of the Notes”) (except in the form of Permitted Junior Securities (other than Disqualified Stock)) if either of the following occurs (a “Guarantor Payment Default”);

(i)any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due; or

(ii)any other default on any Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Guarantors shall be entitled to pay on the Guarantees of the Notes, without regard to the foregoing, if the Guarantors and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

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During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay on its Guarantee of the Notes (except in the form of Permitted Junior Securities (other than Disqualified Stock)) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter.  The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (2) because the Non-Guarantor Payment Default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the first sentence of this Section 11.3 and Section 11.2 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default shall have occurred and be continuing, the Guarantors shall be entitled to resume paying on the Guarantees of the Notes after the termination of such Guarantee Payment Blockage Period.  The Guarantees shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Guarantor Payment Defaults with respect to Designated Senior Indebtedness during such period, provided, however, that in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Guarantor Payment Default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice with respect to any Designated Senior Indebtedness and that was the basis for the initiation of such Guarantee Blockage Notice shall be, or be made, the basis for a subsequent Guarantee Blockage Notice by the Representative of such Designated Senior Indebtedness unless such Non-Guarantor Payment Default has been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

SECTION 11.4Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article X hereof, the Company, such Guarantor or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand;

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provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article XI.  If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay on its Guarantee of the Notes until five Business Days after the Representatives of all such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay on its Guarantee of the Notes only if this Indenture otherwise permits payment at that time.

SECTION 11.5When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to Article XI of this Indenture, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated Senior Indebtedness of the Guarantors and pay it over to them as their interests may appear.

SECTION 11.6Subrogation.

After all Designated Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full in cash, holders of the Guarantees shall be subrogated (equally and ratably with all other Indebtedness ranking pari passu with the Guarantees of the Notes) to the rights of holders of such Designated Senior Indebtedness to receive distributions applicable to such Designated Senior Indebtedness.  A distribution made under this Article XI to holders of such Designated Senior Indebtedness that otherwise would have been made to holders of the Guarantees is not, as between the relevant Guarantor and holders of the Guarantees, a payment by such Guarantor on such Designated Senior Indebtedness.

SECTION 11.7Relative Rights.

This Article XI defines the relative rights of holders of the Guarantees and holders of Designated Senior Indebtedness of a Guarantor.  Nothing in this Indenture shall:

(i)impair, as between such Guarantor and holders of the Guarantees, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

(ii)prevent the Trustee or any holder of the Guarantees from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Designated Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to holders of the Guarantees and such other rights of such holders of Designated Senior Indebtedness as set forth herein; or

(iii)affect the relative rights of holders of the Guarantees and creditors of such Guarantor, other than the rights of holders of the Guarantees in relation to holders of Designated Senior Indebtedness.

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SECTION 11.8Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Designated Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

SECTION 11.9Rights of Trustee and Paying Agent.

Notwithstanding Article 11.3 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article XI.  A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Designated Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Designated Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Designated Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent shall be entitled to do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article XI with respect to any Designated Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XI shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof or any other Section of this Indenture.

SECTION 11.10Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Designated Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

SECTION 11.11Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article XI shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee.  Nothing in this Article XI shall have any effect on the right of the holders of the Guarantees or the Trustee to make a demand for payment on a Guarantor pursuant to Article X hereof.

SECTION 11.12Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article VIII or Article IX hereof shall not be subordinated to the prior payment of any Designated Senior Indebtedness of any Guarantor or subject to the

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restrictions set forth in this Article XI, and none of the holders of the Guarantees shall be obligated to pay over any such amount to such Guarantor or any holder of Designated Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article XI were not violated at the time the applicable amounts were deposited in trust pursuant to Article VIII or Article IX hereof, as the case may be.

SECTION 11.13Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article XI, the Trustee and the holders of the Guarantees shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 11.2 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the holders of the Guarantees or (c) upon the Representatives of Designated Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XI.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XI, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XI, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.1 and 7.2 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XI.

SECTION 11.14Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article XI and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the holders of the Guarantees and the holders of Designated Senior Indebtedness of a Guarantor as provided in this Article XI and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 11.15Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to holders of the Guarantees or such Guarantor or any other Person, money or assets to which any holders of Designated Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article XI or otherwise.

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SECTION 11.16Reliance by Holders of Designated Senior Designated Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated Senior Indebtedness of a Guarantor, whether such Designated Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated Senior Indebtedness and such holder of such Designated Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Designated Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of the Guarantees, without incurring responsibility to the Trustee or the holders of the Guarantees and without impairing or releasing the subordination provided in this Article XI or the obligations hereunder of the holders of the Guarantees to the holders of the Designated Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Designated Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Designated Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Designated Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 12.2Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to the Company:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

With a copy to:

Winston & Strawn LLP
35 W. Wacker Drive
Chicago, Illinois 60601
Facsimile:  312-558-5700
Attention:  Steven J. Gavin

If to the Trustee:

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN 55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services](1)

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next Business Day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.

(1)Trustee to confirm.

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If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.3Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.4Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than the initial issuance of the Notes), the Company shall furnish to the Trustee upon request:

(a)an Officers’ Certificate (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied.

SECTION 12.5Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.6Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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SECTION 12.7No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator, stockholder, unitholder or member of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, as such (and not as Guarantor), will have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

SECTION 12.8Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.

SECTION 12.9No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10Successors.

All agreements of the Company and the Guarantors in this Indenture and the Notes and the Guarantees, as applicable, shall bind their respective successors and assigns.  All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 12.11Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 12.13Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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SECTION 12.14Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 12.14.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(e)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

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 [Signatures on following page]

127

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written above.

NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
WINDY CITY INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
NUVEEN ASSET MANAGEMENT, LLC
NUVEEN HYDEPARK GROUP, LLC
NUVEEN INVESTMENT SOLUTIONS, INC.
NUVEEN INVESTMENTS ADVISERS INC.
TRADEWINDS GLOBAL INVESTORS, LLC
NWQ INVESTMENT MANAGEMENT COMPANY, LLC
NUVEEN NWQ HOLDINGS, LLC
NUVEEN TRADEWINDS HOLDINGS, LLC
NUVEEN WCM HOLDINGS, LLC
NUVEEN FUND ADVISORS, INC.
SYMPHONY ASSET MANAGEMENT LLC
NUVEEN INVESTMENTS HOLDINGS, INC.
SANTA BARBARA ASSET MANAGEMENT, LLC
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP, LLC
RITTENHOUSE ASSET MANAGEMENT, INC.
WINSLOW CAPITAL MANAGEMENT, LLC
NUVEEN COMMODITIES ASSET MANAGEMENT, LLC
By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Title:   Secretary

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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title: Vice President

S-3

EXHIBIT A

FORM OF NOTE
(Face of 91/8% Senior Note due 2017)

[Global Note Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OR PURCHASES OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Notes Legend]

THE NOTE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)

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IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

[Regulation S Global Note Legend]

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

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NUVEEN INVESTMENTS, INC.

91/8% Senior Notes due 2017

No.	$
	CUSIP NO.
	ISIN NO.

Nuveen Investments, Inc. (the “Company”) promises to pay to Cede & Co. or registered assigns, the principal sum of             ($       ) on October 15, 2017.

Interest Payment Dates:  April 15 and October 15, beginning April 15, 2013(2) Record Dates:  April 1 and October 1

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

(2)  With respect to the Notes issued on the Issue Date

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Dated:

NUVEEN INVESTMENTS, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

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(Back of 91/8% Senior Note)
91/8% Senior Notes due 2017

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.  Nuveen Investments, Inc., a Delaware corporation (the “Company,” which includes any successor entity) promises to pay interest on the principal amount of this 91/8% Senior Note due 2017 (a “Note”) as follows:

Interest on the Notes will accrue at the rate of 9.125% per annum and be payable in cash.

The Company will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on April 15 and October 15, commencing on April 15, 2013(3) or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from September 19, 2012; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after September 19, 2012), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication.  The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period) to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2)Method of Payment.

The Company will pay cash interest on the Notes on the applicable Interest Payment Date to the Persons who are registered Holders of Notes at the close of business on the April 1 and October 1 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, premium, if any, and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of

(3)  With respect to Notes issued on the Issue Date

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immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided, at least three Business Days prior to the applicable payment date, written wire transfer instructions to the Company and the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)Paying Agent and Registrar.  Initially, the Trustee shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Restricted Subsidiaries may act in any such capacity, except that for the purposes of Articles Three and Eight and Sections 4.10 and 4.14 of the Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent.

(4)Indenture.  The Company issued the Notes under an Indenture, dated as of September 19, 2012 (the “Indenture”), by and among Nuveen Investments, Inc., the Guarantors, the Trustee and the Paying Agent and Registrar.  The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The Notes issued on the Issue Date are senior unsecured obligations of the Company limited to $500,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Notes is unconditionally guaranteed by the Guarantors.  Such guarantees are subordinated to Designated Senior Indebtedness of the Guarantors, as set forth in the Indenture.

(5)Optional Redemption.

(a)The Notes may be redeemed in whole or in part, at any time prior to October 15, 2014, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 15, 2014, upon not less than 30 nor more than 60 days’

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notice, at the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2014	106.844	%
2015	104.563	%
2016 and thereafter	100.000	%

(c)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to October 15, 2014, the Company may on one or more occasions, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 109.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent and its Affiliates) and that any such redemption occurs within 90 days following the closing of any such Equity Offering.

(6)Mandatory Redemption.  The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase.  Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b)Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes.

(c)Holders of the Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

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(8)Notice of Redemption.  Notice of redemption shall be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in minimum denominations of $2,000 and integral multiples of $1,000 thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest will cease to accrue on the Notes or portions hereof called for redemption.

(9)Successor Entity.  When a successor entity assumes, in accordance with the Indenture, all of the obligations of its predecessor under the Notes and Indenture, and immediately before and after such transaction, no Event of Default Exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations.

(10)Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 thereof.  The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(11)Persons Deemed Owners.  The registered holder of a Note may be treated as its owner for all purposes.

(12)Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.  Without the consent of any Holders, the Company, the Guarantors and the Trustee, at any time and from time to time, may amend or supplement the Indenture to, among other things, cure any ambiguity, mistake, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption by a successor company of the Company’s or such Guarantor’s obligations under the Indenture, the Notes or any Guarantee in accordance with the provisions of the Indenture; or to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder.

(13)Defaults and Remedies. If a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, all outstanding Notes will become due and payable without further

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action or notice.  Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

(14)Trustee Dealings with the Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company, the Guarantors or their respective Affiliates, and may otherwise deal with the Company, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(15)Restrictive Covenants.  The Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted Subsidiaries of the Company, to consolidate, merge or sell all or substantially all of its assets or to engage in transactions with affiliates.  The limitations are subject to a number of important qualifications and exceptions.  The Company must annually report to the Trustee on compliance with such limitations and other provisions in the Indenture.

(16)No Recourse Against Others.  No director, officer, employee, stockholder, unitholder, member, general or limited partner or incorporator, past, present or future, of the Company, any of its Subsidiaries or any of its direct or indirect parent companies as such or in such capacity, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Guarantee, the Indenture or any claim based on, in respect of or by reason of, such obligation or their creation, by reason of his, her or its status as such director, officer, employee, stockholder, unitholder, member, general or limited partner or incorporator.

(17)Authentication.  This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent.

(18)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TENENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(19)CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(20)Registration Rights.  The Company has entered into a registration rights agreement in connection with the issuance of the Initial Notes and may enter into similar agreements in connection with any issuance of Additional Notes.

A-8

(21)Governing Law.  This Note will be governed by, and construed in accordance with, the laws of the State of New York.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:
		Your Signature:
			(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

oSection 4.10oSection 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:  $

Date:
		Your Signature
			(Sign exactly as your name appears on the Note)
Tax Identification No.:
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-11

CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OF TRANSFER RESTRICTED NOTES

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN  55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services]

Re:  CUSIP #

Reference is hereby made to that certain Indenture dated September 19, 2012 (the “Indenture”) by and among Nuveen Investments, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $[                  ] principal amount of Notes held in (check applicable space)              book-entry or              definitive form by the undersigned.

The undersigned                        (transferor) (check one box below):

ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;

ohereby requests the Trustee to exchange a Note or Notes to                      (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the date of issuance of such Notes, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)o(1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or

(2)oinside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is

A-12

being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

(3)ooutside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder; or

(4)oto an Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

		Signature
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:	NOTICE: To be executed by an executive officer

A-13

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Note for other Notes have been made:

Date of Exchange Amount of
Decrease in
Principal
Amount of this
Global Note Amount of
Increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
Following such
Decrease (or
Increase) Signature of
Authorized
Officer of
Trustee of Note
Custodian

A-14

EXHIBIT B

FORM OF NOTATION OF GUARANTEE

The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of September 19, 2012 (as amended and supplemented from time to time, the “Indenture”), by and among Nuveen Investments, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto, the Trustee and the Registrar and Paying Agent, have guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 91/8% Senior Notes due 2017 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

No stockholder, employee, officer, director, unitholder, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director, unitholder, member or incorporator.

This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Guarantee of payment and not of collection.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.  The obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

This Guarantee is subordinated to Designated Senior Indebtedness as set forth in Article XI of the Indenture.

B-1

THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of
	WINDY CITY INVESTMENTS, INC.
	By:
		Name:
		Title:
	NWQ INVESTMENT MANAGEMENT COMPANY, LLC
	By:
		Name:
		Title:
	NUVEEN NWQ HOLDINGS, LLC
	By:
		Name:
		Title:
	TRADEWINDS GLOBAL INVESTORS, LLC
	By:
		Name:
		Title:

B-2

NUVEEN TRADEWINDS HOLDINGS, LLC
By:
			Name:
			Title:
SYMPHONY ASSET MANAGEMENT LLC
By:
		Name:
		Title:
NUVEEN INVESTMENTS HOLDINGS, INC.
By:
		Name:
		Title:
NUVEEN FUND ADVISORS, INC.
By:
	Name:
	Title:
NUVEEN ASSET MANAGEMENT, LLC
By:
	Name:
	Title:
SANTA BARBARA ASSET MANAGEMENT, LLC
By:
	Name:
	Title:

B-3

WINSLOW CAPITAL MANAGEMENT, LLC
By:
	Name:
	Title:
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC
By:
		Name:
		Title:
NUVEEN HYDE PARK GROUP, LLC
By:
		Name:
		Title:
RITTENHOUSE ASSET MANAGEMENT, INC.
By:
		Name:
		Title:
NUVEEN INVESTMENT SOLUTIONS, INC.
By:
		Name:
		Title:
NUVEEN INVESTMENTS ADVISERS INC.
By:
		Name:
		Title:

B-4

NUVEEN WCM HOLDINGS, LLC
By:
	Name:
	Title:

B-5

EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association

60 Livingston Avenue, EP-MN-WS3C

St. Paul MN  55107-1419

Facsimile:  651-495-8097

Attention:  Corporate Trust Services]

Re:  Nuveen Investments, Inc. (the “Company”) 91/8% Senior Notes due 2017 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[                 ] aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

		Very truly yours,
		[Name of Transferor]
By:
	Authorized Signature

C-1

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S]

Nuveen Investments Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN  55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services]

Re:  Nuveen Investments, Inc. (the “Company”) 91/8% Senior Notes due 2017 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[              ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)           the offer of the Notes was not made to a person in the United States;

(2)           either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)           no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.

The Company and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

D-1

EX-4.3

Exhibit 4.3

EXECUTION VERSION

Nuveen Investments, Inc.

91/8% Senior Notes due 2017

guaranteed as to the
payment of principal, premium,
if any, and interest by

The Guarantors signatory hereto

Exchange and Registration Rights Agreement

September 19, 2012

Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
		Incorporated
	As representatives of the several Purchasers
	named in Schedule A to the Purchase Agreement
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Ladies and Gentlemen:

This Exchange and Registration Rights Agreement (this “Agreement”) is dated as of September 19, 2012, among Nuveen Investments, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several initial purchasers (the “Purchasers”) named in the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 12, 2012 (the “Purchase Agreement”), by and among the Issuer and the Purchasers, which provides for, among other things, the sale by the Issuer to the Purchasers of $500,000,000 aggregate principal amount of the Issuer’s 91/8% Senior Notes due 2017 (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 the Issuer, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity, the “Trustee”).  Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture.  References

to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantee.  In order to induce the Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement is a condition to the Purchasers’ obligations under the Purchase Agreement.  As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.Certain Definitions.

For purposes of this Agreement, the following terms shall have the following respective meanings:

“Additional Interest” shall have the meaning assigned thereto in Section 2(c).

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 4(d)(ii) or Section 4(d)(iii) and the instructions set forth in the Notice and Questionnaire.

2

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a).

“Exchange Registration” shall have the meaning assigned thereto in Section 4(c).

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a).

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a).

“Guarantor” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Material Adverse Effect” shall have the meaning set forth in Section 6(c).

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto with such changes as the Issuer may reasonably determine.

The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security upon the earliest to occur of the following:  (i) the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 90-day period referred to in Section 2(a)); (ii) a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuer or pursuant to the Indenture; or (iv) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c).

3

“Registration Default Period” shall have the meaning assigned thereto in Section 2(c).

“Registration Expenses” shall have the meaning assigned thereto in Section 5.

“Resale Period” shall have the meaning assigned thereto in Section 2(a).

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Issuer.

“Rule 144,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430B” and “Rule 433” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor provision), as the same may be amended or succeeded from time to time.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b).

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

2.Registration Under the Securities Act.

(a)Except as set forth in Section 2(b) below, the Issuer agrees to file under the Securities Act, to the extent not prohibited by any applicable law or applicable interpretations of the Commission, no later than 18 months after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee,

4

respectively (and are entitled to the benefits of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”).  The Issuer agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act no later than 21 months after the Closing Date (or 2 years after the Closing Date if the Exchange Registration Statement is subject to review by the Commission).  The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act.  Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.  The Exchange Offer will be deemed to have been “completed” only if (i) the debt securities and related guarantee to be received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities will be, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of such jurisdictions of the United States as are necessary to consummate the Exchange Offer and (ii) the Issuer shall have exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer.  The Issuer shall keep the Exchange Offer open until a date that is at least 30 Business Days following the commencement of the Exchange Offer.  The Issuer agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities.

(b)If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not within 21 months following the Closing Date (or two years if the Exchange Registration Statement is subject to review by the Commission) and the Exchange Offer has not been completed within 30 Business Days of such Effective Time or (iii) any holder of Registrable Securities notifies the Issuer prior to the 20th Business Day following the completion of the Exchange offer that:  (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, then the Issuer and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file

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under the Securities Act no later than 30 days after the time such obligation to file arises (but no earlier than 180 days after the Closing Date), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”).  The Issuer agrees to use all commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement filing obligation arises (or 180 days if the Shelf Registration Statement is subject to review by the Commission, but no earlier than 270 days, or 360 days, as applicable, after the date of the Indenture); provided that if at any time the Issuer is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Issuer and the Guarantors shall file the Exchange Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405.  The Issuer agrees to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Closing Date or such time as there are no longer any Registrable Securities outstanding.  No holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities or be entitled to receive Additional Interest for a failure with respect to a Shelf Registration Statement pursuant to Section 2(c) below unless such holder is an Electing Holder.  The Issuer agrees, after the Effective Time of the Shelf Registration Statement and as soon as reasonably practicable following the request of any holder of Registrable Securities, which delivers a completed Notice and Questionnaire and is not then an Electing Holder, to use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this clause shall require the Issuer to take any such action with respect to any such holders more than once per quarter.

Notwithstanding the foregoing, the Issuer may suspend the offering and sale under the Shelf Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines necessary if (A) the Board of Directors determines (i) there are valid business reasons for doing so (until such business reasons cease to exist), including, without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, or (ii) if the Shelf Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Electing Holders within five days after the Board of Directors makes the relevant determination set forth in clause (A); provided that the period of suspension under clause (A)(ii) above shall not exceed 120 days in each year during which the Shelf Registration Statement is required to be effective.  In addition, the Issuer may suspend the offering and sale under the Shelf Registration Statement if such Shelf Registration Statement was required to be filed due to a failure to consummate the Exchange Offer within the required time period if such suspension occurs following the consummation of the Exchange Offer.

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(c)In the event that (i) the Issuer and the Guarantors have not filed the Exchange Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) is filed and declared effective but shall thereafter either be withdrawn by the Issuer or shall become subject to an effective stop order issued pursuant to Section 9(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 10(b), the interest rate borne by the Registrable Securities during the Registration Default Period shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of the Registration Default, which rate will increase by 0.25% per annum after each 90-day period that such Registration Default Period continues, provided that the maximum aggregate amount of Additional Interest will in no event exceed 1.00% per annum.  Upon (1) the filing of the Exchange Registration Statement (in the case of clause (i) above), (2) the effectiveness of the Exchange Registration Statement or the effectiveness of a Shelf Registration Statement (in the case of clause (ii) above) or (3) the consummation of the Exchange Offer (in the case of clause (iii) above) or (4) the additional Exchange Registration Statement or Shelf Registration Statement, as the case may be, being filed and declared effective (in the case of clause (iv) above), the interest rate borne by the Registrable Securities will be reduced to the original interest rate if we are otherwise in compliance with this paragraph; provided, further, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased pursuant to the foregoing provisions.  Additional Interest shall accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time.  The accrual of Additional Interest shall be the exclusive monetary remedy available to the holders of Registrable Securities for any Registration Default.

(d)Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

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3.[RESERVED]

4.Registration Procedures.

If the Issuer and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)At or before the Effective Time of the Exchange Registration Statement or the Shelf Registration Statement, as the case may be, the Issuer shall qualify the Indenture under the Trust Indenture Act.

(b)In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c)In connection with the Issuer’s and the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Issuer and the Guarantors shall:

(i)prepare and file with the Commission, no later than 18 months after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Issuer and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use all commercially reasonable efforts to cause such Exchange Registration Statement to become effective no later than 21 months after the Closing Date (or two years if the Exchange Registration Statement is subject to review by the Commission);

(ii)as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Registration Statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or

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securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, in each case, that relate to any information provided by an Electing Holder, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening (in writing) of any proceeding for such purpose or (E) if at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(iv)in the event that the Issuer and the Guarantors would be required, pursuant to Section 4(c)(iii)(E), to notify any broker-dealers holding Exchange Securities, promptly prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(v)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the state securities laws or blue sky laws of such U.S. jurisdictions as a participating holder of Registrable Securities reasonably requests in writing, to the extent required by such laws, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Issuer nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 4(c)(vi), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its

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certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

(vii)provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(viii)comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Exchange Registration Statement, an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder).

(d)In connection with the Issuer’s and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Issuer and the Guarantors shall:

(i)prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuer and which shall register all of the Registrable Securities (or in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iii), the Registrable Securities that are requiring such registration) for resale by the holders thereof in accordance with such method or methods of disposition as may be specified in the applicable Notice and Questionnaire, by the holders of Registrable Securities as, from time to time, may be Electing Holders and use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b);

(ii)distribute through the facilities of the Depository Trust Company (“DTC”) the Notice and Questionnaire to the holders of Registrable Securities (A) not less than 30 days prior to the anticipated Effective Time of the Shelf Registration Statement or (B) in the case of an “automatic shelf registration statement” (as defined in Rule 405), distribute through DTC the Notice and Questionnaire to the holders of Registrable Securities not later than the Effective Time of such Shelf Registration Statement, and in any such case no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless and until such holder has returned a completed and signed Notice and Questionnaire to the Issuer;

(iii)after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuer shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuer;

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(iv)as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s EDGAR System.  Notwithstanding the foregoing, the Issuer may suspend the offering and sale under the Shelf Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines necessary if (A) the Board of Directors determines (i) there are valid business reasons for doing so (until such business reasons cease to exist), including, without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, or (ii) if the Shelf Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Electing Holders within five days after the Board of Directors makes the relevant determination set forth in clause (A); provided that the period of suspension under clause (A)(ii) above shall not exceed 120 days in each year during which the Shelf Registration Statement is required to be effective.  In addition, the Issuer may suspend the offering and sale under the Shelf Registration Statement if such Shelf Registration Statement was required to be filed due to a failure to consummate the Exchange Offer within the required time period if such suspension occurs following the consummation of the Exchange Offer;

(v)comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)[Reserved];

(vii)for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make reasonably available at reasonable times at the Issuer’s principal place of business or such other reasonable place for inspection by a representative of, and not more than one counsel acting for the Electing Holders that has been appointed by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding and any underwriter participating in the distribution of the Registrable Securities being sold such relevant financial and other pertinent information and books and records of the Issuer, and (A) cause the officers and employees of the Issuer and (B) use commercially reasonable efforts to cause counsel and independent certified public accountants of the Issuer, to respond to such inquiries, as shall be reasonably necessary (and in the case of

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counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of their counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Issuer as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise, other than as a result of a breach of this or any other obligation of confidentiality to the Issuer known to such party), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuer prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(viii)promptly notify each of the Electing Holders and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) the occurrence of any event that causes the Issuer to become an “ineligible issuer” as defined in Rule 405, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

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(ix)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(x)if requested by a managing underwriter or a majority of the Electing Holders or their counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or a majority of the Electing Holders specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such managing underwriter or a majority of the Electing Holders, the name and description of such Electing Holders, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holders; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)furnish to each Electing Holder and the counsel referred to in Section 4(d)(vii) such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available through the Commission’s EDGAR System, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the Issuer hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Issuer, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii)use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such U.S. jurisdictions as any Electing Holder shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other

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actions as may be reasonably necessary or advisable to enable each such Electing Holder to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Issuer nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 4(d)(xii), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

(xiii)unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be printed, penned, lithographed, engraved or otherwise produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;

(xiv)provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xv)notify in writing each holder of Registrable Securities of any proposal by the Issuer to amend or waive any provision of this Agreement pursuant to Section 10(h) and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xvi)comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Shelf Registration Statement an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder).

(e)In the event that the Issuer would be required, pursuant to Section 4(d)(viii)(F), to notify the Electing Holders, the Issuer shall promptly prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.  Each Electing Holder agrees that upon receipt of any notice from the Issuer pursuant to Section 4(d)(viii)(F), such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the

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Issuer, such Electing Holder shall deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f)In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice and Questionnaire, the Issuer may require such Electing Holder to furnish to the Issuer such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act.  Each such Electing Holder agrees to notify the Issuer as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuer or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and promptly to furnish to the Issuer any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

(g)Until the expiration of one year after the Closing Date, the Issuer will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the registration requirements, under the Securities Act.

(h)As a condition to its participation in the Exchange Offer, each holder of Registrable Securities shall furnish, upon the request of the Issuer, a written representation to the Issuer (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the Exchange Registration Statement) to the effect that (A) it is not an “affiliate” of the Issuer, as defined in Rule 405 of the Securities Act, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a broker-dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Issuer or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E) if it is a broker-dealer, that it did not

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purchase the Securities to be exchanged in the Exchange Offer from the Issuer or any of its affiliates, and (F) it is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (E).

5.Registration Expenses.

The Issuer agrees to bear and to pay or cause to be paid promptly all expenses incident to the Issuer’s performance of or compliance with this Agreement, unless otherwise provided in the Purchase Agreement, including (a) all Commission and any Financial Industry Regulatory Authority registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the Eligible Holders in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 4(d)(xii) and determination of their eligibility for investment under the laws of such jurisdictions as the Electing Holders may reasonably designate, including any reasonable fees and disbursements of counsel for the Electing Holders in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Issuer’s officers and employees performing legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified public accountants of the Issuer, (h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuer), (i) any fees charged by securities rating services for rating the Securities, and (j) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuer in connection with such registration (collectively, the “Registration Expenses”).  To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities, the Issuer shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor.  Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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6.Indemnification and Contribution.

(a)Indemnification by the Issuer and the Guarantors.  The Issuer and each Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Securities, Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

(b)Indemnification by the Holders.  Each holder of Securities, Registrable Securities or Exchange Securities, as applicable, severally and not jointly, will (i) indemnify and hold harmless the Issuer, each Guarantor and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such holder expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder’s Registrable Securities pursuant to such registration.

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(c)Notices of Claims, Etc.  Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify as promptly as reasonably practicable such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b).  In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, subject to the following sentence.  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless (i) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to the indemnifying party such that counsel for such indemnified party has reasonably concluded that a conflict of interest would arise or (ii) the named parties in any such proceeding (including any impleaded parties) included both the indemnifying person and the indemnified person and representation of both parties by the same counsel would be inappropriate due to actual or potential different interests between them, in either of which cases, the indemnifying party shall pay the reasonable fees and expenses of one counsel retained by the indemnified party (or indemnified parties, if they are party to the same actions or if their claims arise out of the same general allegations or circumstances).  No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)Contribution.  If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified

18

party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Securities, Registrable Securities or Exchange Securities, as applicable (after deducting any fees, discounts and commissions applicable thereto), exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The holders’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them and not joint.

(e)The obligations of the Issuer and each Guarantor under this Section 6 shall be in addition to any liability which the Issuer or each Guarantor may otherwise have and each officer, director and partner of each holder and each person, if any, who controls any holder within the meaning of the Securities Act shall have the same right to indemnification and contribution as the holder itself; and the obligations of the holders contemplated by this Section 6 shall be in addition to any liability which the respective holder may otherwise have and each officer and director of the Issuer or any Guarantor (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuer or any of the Guarantor) and each person, if any, who controls the Issuer within the meaning of the Securities Act shall have the same rights to indemnification and contribution as the Issuer or Guarantors themselves.

7.Underwritten Offerings.

Each holder of Registrable Securities hereby agrees with the Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Issuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney,

19

indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.  Notwithstanding the foregoing, the Issuer shall not be required to effect more than one underwritten offering under this Section 7 and any underwritten offering must include Notes in an aggregate principal amount of at least $75.0 million.

8.Rule 144.

The Issuer covenants to the holders of Registrable Securities that (i) it will comply with Section 4.3 of the Indenture and (ii) to the extent it shall be required to do so under the Exchange Act, the Issuer will use its reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.  Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuer shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.Miscellaneous.

(a)No Inconsistent Agreements.  The Issuer represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

(b)Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if the Issuer fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuer under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)Notices.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing (including emails) and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile, by courier or electronic mail, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows:  If to the Issuer, to it at Nuveen Investments, Inc., 333 W. Wacker Drive, Chicago, Illinois 60606, attention of John L. MacCarthy, Esq., with a copy to Madison Dearborn Partners LLC at Three First National Plaza, Chicago, Illinois 60602, attention of Mark B, Tresnowski, Esq. and Winston & Strawn LLP at 35 W. Wacker Drive, Chicago, Illinois 60601, attention of Steven Gavin, Esq., and if to a holder, to the address of such holder set forth in the security register or other records of the Issuer, or to such other address as the Issuer or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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(d)Parties in Interest.  All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders.  In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement.  If the Issuer shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)Headings.  The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(h)Entire Agreement; Amendments.  This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter.  This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter.  This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuer and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding.  Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)Counterparts.  This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(j)Severability.  If any provision of this Agreement, or the application thereof in any circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the

21

validity, legality and enforceability of such provision in every other respect and of the remaining provisions contained in this Agreement shall not be affected or impaired thereby.

22

If the foregoing is in accordance with your understanding, please sign and return to us one for the Issuer and the Guarantors and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Issuer.  It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuer for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
NUVEEN INVESTMENTS. INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
WINDY CITY INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President, Secretary
		and General Counsel

23

NUVEEN ASSET MANAGEMENT, LLC
NUVEEN HYDEPARK GROUP, LLC
NUVEEN INVESTMENT SOLUTIONS, INC.
NUVEEN INVESTMENTS ADVISERS INC.
TRADEWINDS GLOBAL INVESTORS, LLC
NWQ INVESTMENT MANAGEMENT COMPANY, LLC
NUVEEN NWQ HOLDINGS, LLC
NUVEEN TRADEWINDS HOLDINGS, LLC
NUVEEN WCM HOLDINGS, LLC
NUVEEN FUND ADVISORS, INC.
SYMPHONY ASSET MANAGEMENT LLC
NUVEEN INVESTMENTS HOLDINGS, INC.
SANTA BARBARA ASSET MANAGEMENT, LLC
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP, LLC
RITTENHOUSE ASSET MANAGEMENT, INC.
WINSLOW CAPITAL MANAGEMENT, LLC
NUVEEN COMMODITIES ASSET MANAGEMENT, LLC
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Secretary

24

CONFIRMED AND ACCEPTED,
as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	DEUTSCHE BANK SECURITIES INC.
By:	/s/ Christopher Dorsett
	Authorized Signatory
By:	/s/ Chase Arnold
	Authorized Signatory
By:	MERRILL LYNCH, PIERCE, FENNER & SMITH
	INCORPORATED
By:	/s/ Russ Bunting
	Authorized Signatory

For themselves and as Representatives of the other Initial Purchasers named in Schedule A of the Purchase Agreement.

Exhibit A

NUVEEN INVESTMENTS, INC.

INSTRUCTION TO DTC PARTICIPANTS

[Date]

URGENT — IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE:  [          ]*

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Nuveen Investments, Inc. (the “Issuer”) 91/8% Senior Notes due 2017 (the “Securities”) are held.

The Issuer is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [          ].  Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Nuveen Investments, Inc., [Address and Telephone Number of Issuer].

*Not less than 28 calendar days from date of mailing.

A-1

NUVEEN INVESTMENTS, INC.

Notice of Registration Statement
and
Selling Securityholder Questionnaire

[]

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between Nuveen Investments, Inc. (the “Issuer”) and the Purchasers named therein.  Pursuant to the Exchange and Registration Rights Agreement, the Issuer has filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuer’s 91/8% Senior Notes due 2017 (the “Securities”).  A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at www.sec.gov.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuer’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuer, its officers who sign any Shelf Registration Statement, and each person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuer and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)(a)Full legal name of Selling Securityholder:

(b)Full legal name of registered Holder (if not the same as in (a) above) of Registrable Securities listed in Item (3) below:

(c)Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:

(2)Address for notices to Selling Securityholder:

Telephone:                                                                                                

Fax:                                                                                                           

Contact Person:                                                                                         

E-mail for Contact Person:                                                                        

(3)Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a)Principal amount of Registrable Securities beneficially owned:                                                      

CUSIP No(s). of such Registrable Securities:                                                      

(b)Principal amount of Securities other than Registrable Securities beneficially owned:              

CUSIP No(s). of such other Securities:                   

(c)Principal amount of Registrable Securities that the undersigned wishes to be included in the Shelf Registration Statement:                  

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:                     

A-4

(4)Beneficial Ownership of Other Securities of the Issuer:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuer, other than the Securities listed above in Item (3).

State any exceptions here:

(5)Individuals who exercise dispositive powers with respect to the Securities:

If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities.  Selling Securityholders should disclose the beneficial holders, not nominee holders or other such others of record.  In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or dispositive powers with respect to the Securities.

(a)Is the holder a Reporting Company?

Yes oNo o

If “No,” please answer Item (5)(b).

(b)List below the individual or individuals who exercise dispositive powers with respect to the Securities:

Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus.

(6)Relationships with the Issuer:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer (or its predecessors or affiliates) during the past three years.

A-5

State any exceptions here:

(7)Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder.  Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume.  The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

Note:  In no event may such method(s) of distribution take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Issuer.

(8)Broker-Dealers:

The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement.  In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities.

A-6

(a)State whether the undersigned Selling Securityholder is a registered broker-dealer:

Yes oNo o

(b)If the answer to (a) is “Yes,” you must answer (i) and (ii) below, and (iii) below if applicable.  Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus.

(i)Were the Securities acquired as compensation for underwriting activities?

Yes oNo o

If you answered “Yes,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:

(ii)Were the Securities acquired for investment purposes?

Yes oNo o

(iii)If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:

(c)State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):

Yes oNo o

(d)If you answered “Yes” to question (c) above:

(i)Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business?

Yes oNo o

A-7

If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities:

(ii)At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities?

Yes oNo o

If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

(9)Hedging and short sales:

(a)State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Registrable Securities:

Yes oNo o

If “Yes,” provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place:

(b)Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling:

“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective.  One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date.  The issuer was advised that the short sale could not be made before the registration statement becomes effective,

A-8

because the shares underlying the short sale are deemed to be sold at the time such sale is made.  There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be deemed to be aware of the foregoing interpretation.

*****

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly Regulation M (or any successor rule or regulation).

The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration Rights Agreement to indemnify and hold harmless the Issuer and certain other persons as set forth in the Exchange and Registration Rights Agreement.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Issuer, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will be relied upon by the Issuer in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect and to provide such additional information that the Issuer may reasonably request regarding such Selling Securityholder and the intended method of distribution of Registrable Securities in order to comply with the Securities Act.  Except as otherwise provided in the Exchange and Registration Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)To the Issuer:                       

A-9

(ii)           With a copy to:                       

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuer’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuer and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above.  This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

A-10

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:
	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
	By:
		Name:
		Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [          ] TO THE ISSUER’S COUNSEL AT:

A-11

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank National Association
c/o U.S. Bank National Association
Corporate Trust Services
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN,  55107-1419

Attention:  Trust Officer

Re:Nuveen Investments, Inc. (the “Issuer”)
91/8% Senior Notes due 2017

Dear Sirs:

Please be advised that                                            has transferred $                     aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [      ] (File No. 333-          ) filed by the Issuer.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [          ] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:
	Very truly yours,
	(Name)
	By:
		(Authorized Signature)

B-1

EX-4.4

Exhibit 4.4

EXECUTION VERSION

NUVEEN INVESTMENTS, INC.

as Issuer

and

THE GUARANTORS PARTY HERETO

9½% SENIOR NOTES DUE 2020

INDENTURE

DATED AS OF SEPTEMBER 19, 2012

U.S. BANK NATIONAL ASSOCIATION

as Trustee

CROSS-REFERENCE TABLE

Trust Indenture
Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.3; 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.5
	(b)	12.3
	(c)	12.3
313	(a)	7.6
	(b)(1)	7.6
	(b)(2)	7.6; 7.7
	(c)	7.6; 12.2
	(d)	7.6
314	(a)	4.3; 12.5
	(b)	N.A.
	(c)(1)	12.4
	(c)(2)	12.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	12.5
	(f)	N.A.
315	(a)	7.1
	(b)	7.5; 12.2
	(c)	7.1
	(d)	7.1
	(e)	6.11
316	(a) (last sentence)	2.9
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	2.13
317	(a)(1)	6.8
	(a)(2)	6.9
(b)		2.4
318	(a)	12.1
	(b)	N.A.
	(c)	12.1

*This Cross-Reference Table is not part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions	40
SECTION 1.3	Incorporation by Reference of Trust Indenture Act	41
SECTION 1.4	Rules of Construction	41
ARTICLE II
THE NOTES
SECTION 2.1	Form and Dating	42
SECTION 2.2	Execution and Authentication	44
SECTION 2.3	Registrar; Paying Agent	44
SECTION 2.4	Paying Agent To Hold Money in Trust	45
SECTION 2.5	Holder Lists	45
SECTION 2.6	Book-Entry Provisions for Global Notes	46
SECTION 2.7	Replacement Notes	48
SECTION 2.8	Outstanding Notes	49
SECTION 2.9	Treasury Notes	49
SECTION 2.10	Temporary Notes	49
SECTION 2.11	Cancellation	49
SECTION 2.12	Defaulted Interest	50
SECTION 2.13	Record Date	50
SECTION 2.14	Computation of Interest	50
SECTION 2.15	CUSIP Number	50
SECTION 2.16	Special Transfer Provisions	50
SECTION 2.17	Issuance of Additional Notes	52
ARTICLE III
REDEMPTION AND PREPAYMENT
SECTION 3.1	Notices to Trustee	53
SECTION 3.2	Selection of Notes To Be Redeemed	53
SECTION 3.3	Notice of Redemption	54
SECTION 3.4	Effect of Notice of Redemption	55
SECTION 3.5	Deposit of Redemption of Purchase Price	55
SECTION 3.6	Notes Redeemed in Part	56
SECTION 3.7	Optional Redemption	56
SECTION 3.8	Mandatory Redemption	57
SECTION 3.9	Offer to Purchase	57

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		Page
ARTICLE IV
COVENANTS
SECTION 4.1	Payment of Notes	58
SECTION 4.2	Maintenance of Office or Agency	58
SECTION 4.3	Reports	59
SECTION 4.4	Compliance Certificate	60
SECTION 4.5	Taxes	61
SECTION 4.6	Stay, Extension and Usury Laws	61
SECTION 4.7	Limitation on Restricted Payments	61
SECTION 4.8	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries	69
SECTION 4.9	Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock	72
SECTION 4.10	Limitation on Asset Sales	77
SECTION 4.11	Limitation on Transactions with Affiliates	80
SECTION 4.12	Limitation on Liens	82
SECTION 4.13	Payments for Consent	83
SECTION 4.14	Offer To Purchase upon Change of Control	83
SECTION 4.15	Corporate Existence	84
SECTION 4.16	Business Activities	84
SECTION 4.17	Additional Guarantees	85
SECTION 4.18	Limitation on Prepayment or Modification of Existing Notes	85
SECTION 4.19	Further Instruments and Acts	86
SECTION 4.20	Suspension of Certain Covenants upon Investment Grade Ratings	86
ARTICLE V
SUCCESSORS
SECTION 5.1	Merger, Consolidation or Sale of Assets	87
SECTION 5.2	Successor Corporation Substituted	89
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1	Events of Default	89
SECTION 6.2	Acceleration	91
SECTION 6.3	Other Remedies	92
SECTION 6.4	Waiver of Past Defaults	92
SECTION 6.5	Control by Majority	92
SECTION 6.6	Limitation on Suits	93
SECTION 6.7	Rights of Holders of Notes To Receive Payment	93
SECTION 6.8	Collection Suit by Trustee	94
SECTION 6.9	Trustee May File Proofs of Claim	94

ii

		Page
SECTION 6.10	Priorities	94
SECTION 6.11	Undertaking for Costs	95
ARTICLE VII
TRUSTEE
SECTION 7.1	Duties of Trustee	95
SECTION 7.2	Rights of Trustee	96
SECTION 7.3	Individual Rights of Trustee	98
SECTION 7.4	Trustee’s Disclaimer	98
SECTION 7.5	Notice of Defaults	98
SECTION 7.6	Reports by Trustee to Holders of the Notes	99
SECTION 7.7	Compensation and Indemnity	99
SECTION 7.8	Replacement of Trustee	100
SECTION 7.9	Successor Trustee by Merger, Etc.	101
SECTION 7.10	Eligibility; Disqualification	101
SECTION 7.11	Preferential Collection of Claims Against the Company	101
SECTION 7.12	Trustee’s Application for Instructions from the Company	101
ARTICLE VIII
DEFEASANCE; DISCHARGE OF THE INDENTURE
SECTION 8.1	Option To Effect Legal Defeasance or Covenant Defeasance	102
SECTION 8.2	Legal Defeasance	102
SECTION 8.3	Covenant Defeasance	103
SECTION 8.4	Conditions to Legal or Covenant Defeasance	103
SECTION 8.5	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	104
SECTION 8.6	Repayment to Company	105
SECTION 8.7	Reinstatement	105
SECTION 8.8	Discharge	106
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.1	Without Consent of Holders of the Notes	107
SECTION 9.2	With Consent of Holders of Notes	108
SECTION 9.3	Compliance with Trust Indenture Act	109
SECTION 9.4	Revocation and Effect of Consents	109
SECTION 9.5	Notation on or Exchange of Notes	110
SECTION 9.6	Trustee To Sign Amendments, Etc.	110

iii

		Page
ARTICLE X
NOTE GUARANTEES
SECTION 10.1	Guarantees	110
SECTION 10.2	Execution and Delivery of Guarantee	112
SECTION 10.3	Severability	112
SECTION 10.4	Limitation of Guarantors’ Liability	112
SECTION 10.5	Guarantors May Consolidate, Etc., on Certain Terms	113
SECTION 10.6	Contribution	114
SECTION 10.7	Waiver of Subrogation	115
SECTION 10.8	Releases of Guarantees	115
SECTION 10.9	Benefits Acknowledged	116
ARTICLE XI
SUBORDINATION OF GUARANTEES
SECTION 11.1	Agreement To Subordinate	116
SECTION 11.2	Liquidation, Dissolution or Bankruptcy	117
SECTION 11.3	Default on Designated Senior Indebtedness of a Guarantor	117
SECTION 11.4	Demand for Payment	118
SECTION 11.5	When Distribution Must Be Paid Over	119
SECTION 11.6	Subrogation	119
SECTION 11.7	Relative Rights	119
SECTION 11.8	Subordination May Not Be Impaired by a Guarantor	120
SECTION 11.9	Rights of Trustee and Paying Agent	120
SECTION 11.10	Distribution or Notice to Representative	120
SECTION 11.11	Not To Prevent Events of Default or Limit Right To Demand Payment	120
SECTION 11.12	Trust Moneys Not Subordinated	120
SECTION 11.13	Trustee Entitled To Rely	121
SECTION 11.14	Trustee To Effectuate Subordination	121
SECTION 11.15	Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors	121
SECTION 11.16	Reliance by Holders of Designated Senior Designated Indebtedness of a Guarantor on Subordination Provisions	122
ARTICLE XII
MISCELLANEOUS
SECTION 12.1	Trust Indenture Act Controls	122
SECTION 12.2	Notices	122
SECTION 12.3	Communication by Holders of Notes with Other Holders of Notes	124
SECTION 12.4	Certificate and Opinion as to Conditions Precedent	124
SECTION 12.5	Statements Required in Certificate or Opinion	124
SECTION 12.6	Rules by Trustee and Agents	124

iv

		Page
SECTION 12.7	No Personal Liability of Directors, Officers, Employees and Stockholders	125
SECTION 12.8	Governing Law	125
SECTION 12.9	No Adverse Interpretation of Other Agreements	125
SECTION 12.10	Successors	125
SECTION 12.11	Severability	125
SECTION 12.12	Counterpart Originals	125
SECTION 12.13	Table of Contents, Headings, Etc.	125
SECTION 12.14	Acts of Holders	126

EXHIBITS
Exhibit A	FORM OF NOTE
Exhibit B	FORM OF NOTATION OF GUARANTEE
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit D	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

v

This Indenture, dated as of September 19, 2012, is by and among Nuveen Investments, Inc., a Delaware corporation, each Guarantor (as defined herein), and U.S. Bank National Association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the holders of Notes:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1Definitions.

“2017 Notes” means the Company’s $500,000,000 91/8% Senior Notes due 2017 outstanding on the Issue Date.

“2017 Notes Indenture” means that certain Indenture, dated as of the Issue Date, between Nuveen Investments, Inc., the Guarantors from time to time party thereto and U.S. Bank National Association, as Trustee.

“Acquired Debt” means, with respect to any specified Person:

(a)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(b)Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning given to such term or similar terms in the Registration Rights Agreement.

“Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-registrar.

“AHYDO Catch Up Payment” means payments in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as “applicable high yield discount obligations” within the meaning of the Code.

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the excess of:

(a)the present value at such redemption date of (i) the redemption price at October 15, 2016 (such redemption price being set forth in Section 3.7(b)) plus (ii) all required interest payments due on such Note through October 15, 2016 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the then outstanding principal amount of the Notes.

“Asset Sale” means (i) the sale, conveyance, transfer, lease (as lessor) or other voluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company (other than the sale of Equity Interests of the Company) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(a)a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, worn out, uneconomical or surplus assets in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries or the disposition of inventory in the ordinary course of business;

(b)the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 5.1 or any disposition that constitutes a Change of Control;

(c)the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to Section 4.7 or the granting of a Lien permitted by Section 4.12;

(d)any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions with an aggregate fair market value of less than $25.0 million;

(e)any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

2

(f)the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(g)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) of the second paragraph of Section 4.7 or clause (10) of the definition of “Permitted Investments”);

(h)foreclosures on assets or transfers by reason of eminent domain;

(i)disposition of an account receivable in connection with the collection or compromise thereof;

(j)termination of leases, subleases, licenses and sublicenses in the ordinary course of business;

(k)sales of accounts receivable or rights to future advisory fees, or participations therein, in connection with any Receivables Facility;

(l)any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under this Indenture;

(m)transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor;

(n)the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company or a Restricted Subsidiary are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;

(o)voluntary terminations of Hedging Obligations;

(p)any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Company;

(q)any Permitted Asset Swap;

(r)Sale and Lease-Back Transactions involving (i) real property owned on the Issue Date, (ii) property acquired not more than 180 days prior to such Sale and Lease-Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as an Asset Sale;

3

(s)the sale or other disposition of a Seed Capital Investment in the ordinary course of business; and

(t)dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Company or a Restricted Subsidiary pursuant to Section 4.10 to all Holders.

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

(a)with respect to a corporation, the board of directors of the corporation;

(b)with respect to a partnership, the board of directors of the general partner of the partnership; and

(c)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of Directors thereof, unless the context specifically requires that such resolution be adopted by a majority of the Disinterested Directors, in which case by a majority of such directors, and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Broker-Dealer Subsidiary” means any Subsidiary of the Company or any other Subsidiary of the Company required to be registered as a broker-dealer under the Exchange Act.

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” has the meaning set forth in the definition of “Total Leverage Ratio.”

“Capital Stock” means:

(1)in the case of a corporation, capital stock;

4

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” which will ultimately be treated as operating leases upon a Sale and Lease-Back Transaction).

“Cash Equivalents” shall mean:

(a)U.S. dollars;

(b)in the case any Foreign Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any lender under the Credit Agreement or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e)repurchase obligations for underlying securities of the types described in clauses (c), (d) and (f) entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f)commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g)marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another

5

Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(h)investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (g) above;

(i)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(j)Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(k)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A- (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Moody’s:

(l)shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and

(m)in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (l) above or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto other than Global Notes.

“Change of Control” means the occurrence of any of the following:

(a)the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than to one or more Permitted Holders;

(b)the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Beneficial

6

Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that, for purposes of calculating the Beneficial Ownership of any group, a Permitted Holder shall not be attributed Beneficial Ownership of the Capital Stock of any unaffiliated person that is not itself a Permitted Holder;

(c)any Person or group (as defined in clause (2)) shall be entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities, including, without limitation, Parent; provided that the Sponsor being entitled to appoint or elect 50% or more of the Board of Directors of the Company or any of its direct or indirect parent entities shall not be deemed a Change of Control; or

(d)the first day on which the majority of the Board of Directors of the Company or any of its direct or indirect parent companies then in office shall cease to consist of Continuing Directors.

“Change of Control Offer” means an Offer to Purchase required to be made by the Company pursuant to Section 4.14 to all Holders.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code, as in effect on the Issue Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” of any Person means Capital Stock in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Stock of any other class in such Person.

“Company” means Nuveen Investments, Inc., and any successor thereto.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge commitment and other financing fees and other non-cash charges (excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Guaranteed Indebtedness” means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) the amount of any Indebtedness of the Company that is not guaranteed by any Restricted Subsidiary.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

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(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(b)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)interest income of such Person and its Restricted Subsidiaries for such period (other than interest income from Seed Capital Investments).

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that (without duplication),

(a)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, or any severance costs, integration costs, relocation costs and costs associated with curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(b)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(c)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(d)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of gains or losses (less all accrued fees and expenses relating thereto)

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attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(e)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Company or a Restricted Subsidiary in respect of such period (subject in the case of dividends paid or distributions made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (f) below) and (B) decreased by the amount of any equity of the Company in a net loss of any such Person for such period to the extent the Company has funded such net loss in cash with respect to such period,

(f)solely for the purpose of determining the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided, that Consolidated Net Income of the Company will be, subject to the exclusions in clauses (c) and (d) above, increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(g)effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-up, write-down or write-off of any amounts thereof, net of taxes, shall be excluded,

(h)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(i)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of any non-cash impairment charge or asset write-off, write-up or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising (including goodwill and organizational costs) pursuant to GAAP (excluding any such non-cash adjustment to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such adjustment is subsequently reversed), shall be excluded,

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(j)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(k)any other non-cash charges, expenses or losses including any write-offs or write-downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period) shall be excluded,

(l)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Disposition, dividend or similar Restricted Payments, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing or recapitalization transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,  and

(m)structuring fees and upfront distribution costs paid in the ordinary course of business for closed-end funds, mutual funds, exchange traded funds and other structured products, such as collateralized loan and debt obligations, and payments made to terminate trailer fees to underwriters of closed-end funds, mutual funds, exchange traded funds and other structured products, shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.7 only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of Section 4.7.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to (a) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company, all Preferred Stock of its Restricted Subsidiaries and all Designated Preferred Stock on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each

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case determined on a consolidated basis in accordance with GAAP minus (b) the aggregate unrestricted cash and cash equivalents included in the cash and cash equivalents accounts (other than settlement assets) listed on the consolidated balance sheet of the Company and the Restricted Subsidiaries as of such date.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor or (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof or (iv) as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“Continuing Directors” means, as of any date of determination, individuals who (i) were members of such Board of Directors on the Issue Date or (ii) were either (x) nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of nomination or election, (y) appointed, approved or recommended by a majority of the then Continuing Directors or (z) designated or appointed by a Permitted Holder.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee shall specify for receipt of notices under this Indenture.

“Credit Agreement” means that certain credit agreement, dated as of November 13, 2007, among the Company, Deutsche Bank AG New York Branch, as Administrative Agent, the agents and lenders party thereto and certain other parties specified therein, providing for term loans and revolving credit borrowings (including the issuance of letters of credit), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness

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thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under Section 4.9).

“Credit Facilities” means, with respect to the Company, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or Debt Issuances, in each case, with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders or investors providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables or inventory) or letters of credit or Debt Issuances, in each case, as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced, including refinancing with Debt Issuances, in whole or in part and without limitation as to amounts, terms, conditions, covenants and other provisions, from time to time.  Indebtedness under Credit Facilities outstanding on the date on which the Notes are first issued and authenticated under this Indenture (after giving effect to the use of proceeds thereof) shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the second paragraph of Section 4.9.

“Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

“Default” means any event that is, or with the lapse of grace period or the giving of notice or both would, unless cured or waived, be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock of the Company), that is issued for cash (other than to Parent or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate delivered to the Trustee, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.7.

“Designated Senior Indebtedness” of any Guarantor means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of

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bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Secured Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including, without limitation, the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts constituting Secured Indebtedness owing in respect of:

(1)all monetary obligations of every nature, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2)all Hedging Obligations;

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Designated Senior Indebtedness” shall not include:

(1)any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;

(2)Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);

(3)that portion of any Indebtedness incurred in violation of Section 4.9 or secured in violation of Section 4.12 (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (3) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of the Company to the effect that the incurrence and securing of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence and securing of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of this Indenture);

(4)Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and

(5)any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any employees of the Company or any of its

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Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Company or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries pursuant to the terms of any such arrangement.

“Domestic Subsidiary” means any direct or indirect subsidiary of the Company that was formed under the laws of the United States, any State of the United States or the District of Columbia.

“DTC” means The Depository Trust Company and any successor.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(a)increased (without duplication) by (to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income):

(i)provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during such period, including payments made pursuant to any tax sharing agreements or arrangements among the Company, its Restricted Subsidiaries and any direct or indirect parent company of the Company (so long as such tax sharing payments are attributable to the operations of the Company and its Restricted Subsidiaries); plus

(ii)Fixed Charges of such Person for such period; plus

(iii)Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(iv)any fees, costs, commissions, expenses, accruals or other charges (including stock and other equity-based compensation expenses) (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any Equity Offering, Permitted Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence or repayment, amendment or modification of Indebtedness permitted to be incurred under this Indenture (including a refinancing thereof) (whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the offering of the Notes and the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Notes, the Notes and the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

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(v)the amount of any restructuring charge or reserve, including restructuring costs and integration costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed $30.0 million in any period of four consecutive fiscal quarters most recently ended prior to the determination date; plus

(vi)the amount of management, monitoring, consulting, transaction and advisory fees and related expenses accrued or paid in such period pursuant to the Management Agreement; plus

(vii)costs or expense of such Person pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7; plus

(viii)the amount of net cost savings and acquisition synergies projected by the Company in good faith to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) as a result of specified actions taken or initiated in connection with any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Company or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable as evidenced in an Officers’ Certificate and (B) such actions are taken within 12 months after the date of such acquisition or disposition; plus

(ix)to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

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(x)expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Company or a Restricted Subsidiary and actually paid or refunded, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xi)an amount equal to losses on Seed Capital Investments up to $15.0 million in any four-quarter period; plus

(xii)the amount of loss on sale of receivables to a Receivables Subsidiary in connection with a Receivables Facility; plus

(xiii)extraordinary losses or unusual or non-recurring charges or expenses (including fines and penalties);

(b)decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income, (iii) an amount equal to gains on Seed Capital Investments in excess of $15.0 million in any four-quarter period and (iv) extraordinary gains or unusual or non-recurring income or gains (to the extent not already excluded in calculating Consolidated Net Income); and

(c)increased or decreased by (without duplication):

(i)any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(ii)any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended

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to the Company by such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of Common Stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to Common Stock of the Company or of any of its direct or indirect parent companies registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means the series of Notes to be issued under this Indenture in exchange for the Initial Notes pursuant to the Registration Rights Agreement.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(a)contributions to its common equity capital; and

(b)the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate delivered to the Trustee on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.7.

“Existing Notes” means the Company’s $300,000,000 5.50% Senior Notes due 2015 outstanding on the Issue Date.

“Existing Notes Indenture” means that certain Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee, as amended by the First Supplemental Indenture, dated as of September 12, 2005, between Nuveen Investments, Inc. and The Bank of New York Trust Company, N.A., as Trustee.

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“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all non-cash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness in existence as of the Issue Date as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and its Subsidiaries and (c) all dividends paid during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Subsidiaries.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the Issue Date, except for any reports required to be delivered pursuant to Section 4.3, which shall be prepared in accordance with GAAP in effect on the date thereof.  For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Global Note Legend” means the legend identified as such in Exhibit A hereto.

“Global Notes” means the Notes that are in the form of Exhibit A hereto issued in global form and registered in the name of the Depositary or its nominee.  Notwithstanding anything to the contrary contained herein, notices, delivery and payment with respect to the Global Notes will be through the facilities of DTC.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.  When used as a verb, “guarantee” shall have a corresponding meaning.

“Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by a Guarantor in accordance with the provisions of this Indenture.  When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guaranteed Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Consolidated Guaranteed Indebtedness to (ii) EBITDA (as calculated below) of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred.  In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Guaranteed Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Guaranteed Indebtedness Leverage Ratio is made (the “Guaranteed Leverage Calculation Date”), then the Guaranteed Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Consolidated Guaranteed Indebtedness as of

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the Guaranteed Leverage Calculation Date.  The Guaranteed Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of “Total Leverage Ratio,” including any pro forma adjustments to EBITDA (including for acquisitions).

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.  On the Issue Date, the Guarantors will be Parent and each Domestic Subsidiary of the Company that is a Restricted Subsidiary and a guarantor under the Credit Agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(a)currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(b)other agreements or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity, raw materials, utilities and energy prices.

“Holder” means a Person in whose name a Note is registered in the security register.

“Indebtedness” means, with respect to any Person,

(a)any indebtedness (including principal and premium) of such Person, whether or not contingent:

(i)in respect of borrowed money,

(ii)evidenced by bonds, notes, debentures or similar instruments,

(iii)evidenced by letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof),

(iv)Capitalized Lease Obligations,

(v)representing the deferred and unpaid balance of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business, (B) liabilities accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed and is not paid promptly thereafter after such payment becomes due and payable, or

(vi)representing any interest rate Hedging Obligations,

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if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(b)to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business),

(c)Disqualified Stock and Designated Preferred Stock of such Person, and

(d)to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset (other than a Lien on Capital Stock of an Unrestricted Subsidiary) owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” and (C) obligations with respect to Receivables Facilities.  The amount of Indebtedness of any person under clause (d) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board of Directors of the Company, qualified to perform the task for which it has been engaged.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” shall mean:

(a)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

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(c)investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investment Vehicle” means a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity investing in collateralized loan obligations or collateralized debt obligations, which investments are managed by the Company or any of its Subsidiaries in the ordinary course of business.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, commission, travel, entertainment, relocation, payroll and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of Section 4.7.  The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

For purposes of the definition of “Unrestricted Subsidiary” and Section 4.7, (i) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

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“Issue Date” means the date of the initial issuance of the Notes, September 19, 2012.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Management Services Agreement, dated as of November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the Company and any direct or indirect parent company, as in effect on the Issue Date or thereafter amended, modified or supplemented in a manner that (x) does not increase the amount of fees payable by the Company, any of its direct or indirect parent companies or any of its Subsidiaries and (y) is not less advantageous to the holders of the Notes in any material respect than the Management Agreement as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” shall mean, with respect to any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or non-cash consideration initially received, net of any costs relating to the disposition thereof), net of, without duplication, (i) out-of-pocket expenses incurred (including reasonable and customary banker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Company and its Restricted Subsidiaries in connection therewith), and the Company’s good faith estimate of taxes paid or payable (after taking into account any available tax credits or deductions and tax sharing agreement or arrangement), in connection with such Asset Sale (including, in the case of any such Asset Sale in respect of property of any Foreign Subsidiary, taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale and (y) other liabilities associated with the asset disposed of and retained by the Company or any of its Restricted

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Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition, (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold and (v) in the case of any such Asset Sale by a non-Wholly Owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Company or a Wholly Owned Restricted Subsidiary as a result thereof.

“Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Notes” means the 9½% Senior Notes due 2015 of the Company issued on the date hereof and any Additional Notes, including any Exchange Notes.  The Notes and the Additional Notes (including any Exchange Notes), if any, shall be treated as a single class for all purposes under this Indenture.

“Obligations” means any principal, interest, premium, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five (5) Business Days after the Expiration Date.  The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.  The Offer shall also state:

(1)the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)the Expiration Date and the Purchase Date;

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(3)the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10 hereof) (the “Purchase Amount”);

(4)the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(5)that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum denominations of $2,000 principal amount or integral multiples of $1,000 thereof;

(6)the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(7)that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(8)that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(9)that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its Paying Agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in minimum

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denominations of $2,000 principal amount or integral multiples of $1,000 thereof shall be purchased); and

(12)if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Offering Memorandum” means the offering memorandum related to the issuance of the Notes on the Issue Date, dated September 12, 2012.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, principal accounting officer, controller, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company, by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parent” means Windy City Investments, Inc., and any successor.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Notes on behalf of the Company.

“Permitted Asset Swap” means, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Company or any of its Restricted Subsidiaries and another Person.

“Permitted Business” means the business and any services, activities or businesses incidental, or directly related or similar to, or complementary to any line of business engaged in by the Company and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Holders” means (i) the Sponsor, (ii) any Person who is an Officer or otherwise a member of management of the Company or any of its Subsidiaries on the Issue Date, provided that if such Officers and members of management Beneficially Own more shares of Capital Stock of either of the Company or any of its direct or indirect parent entities than the

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amount of such shares Beneficially Owned by all the Officers as of the Issue Date or issued within 90 days thereafter, such excess shall be deemed not to be Beneficially Owned by Permitted Holders, (iii) any Related Party of any of the foregoing Persons and (iv) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing Persons specified in clauses (i), (ii) or (iii) are members, provided that no member of the “group” (other than the Sponsor) shall, without giving effect to Rule 13d-5 of the Exchange Act, have Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Company or any of its direct or indirect parent entities, including, without limitation, Parent.

“Permitted Investments” means

(1)(A) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Company or any Restricted Subsidiary in the ordinary course of business;

(2)any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3)any Investment by the Company or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4)any Investment in securities or other assets not constituting cash or Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10 or any other disposition of assets not constituting an Asset Sale;

(5)any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6)loans and advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;

(7)any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or Restricted Subsidiary in connection with or as a result of a bankruptcy, workout,

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reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlement of delinquent accounts, or (B) as a result of a foreclosure by the Company or Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8)Hedging Obligations permitted under clause (10) of the second paragraph of Section 4.9 ;

(9)loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Company;

(10)any Investment by the Company or a Restricted Subsidiary having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding not to exceed the greater of (i) $150 million and (ii) 27.5% of Trailing EBITDA (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (10);

(11)Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3)(b) of the first paragraph of Section 4.7;

(12)guarantees (including Guarantees) of Indebtedness permitted under Section 4.9 and performance guarantees consistent with past practice, and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.12;

(13)Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

(14)Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;

(15)additional Investments in joint ventures in an aggregate amount not to exceed $25.0 million at any time outstanding;

(16)loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity;

(17)Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

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(18)extensions of trade credit in the ordinary course of business; and

(19)Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect a Receivables Facility.

“Permitted Junior Securities” means

(1)Equity Interests in the Company or any Guarantor; or

(2)debt securities issued pursuant to a confirmed plan of reorganization that are subordinated in right of payment to (a) all Designated Senior Indebtedness and (b) any debt issued in exchange for Designated Senior Indebtedness substantially the same extent as, or to a greater extent than, the Guarantees are subordinated to Designated Senior Indebtedness under this Indenture.

“Permitted Liens” means the following types of Liens:

(1)deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2)Liens (including deposits) in favor of issuers of stay, customs, performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptance issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3)Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4)Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized for, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5)Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

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(6)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(7)Liens in favor of the Company or any Restricted Subsidiary;

(8)Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (l9) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders of the Notes taken as a whole and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(9)other Liens securing Indebtedness for borrowed money or other obligations in an aggregate amount under this clause (9) not exceeding the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA at any time;

(10)Liens for taxes, assessments or other governmental charges or levies not overdue by more than forty-five (45) days or the nonpayment of which in the aggregate would not reasonably be expected to result in a material adverse effect, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11)judgment liens in respect of judgments that do not constitute an Event of Default;

(12)pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, deposits given to public or private utilities or any government authority or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or earnest money deposits required in connection with a purchase agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice;

(13)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by appropriate proceedings and (B) the Company or a Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (iii) the existence of which would not reasonably be expected to result in a material adverse effect;

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(14)minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15)leases, licenses, subleases or sublicenses (including, without limitation, licenses and sublicenses of intellectual property) granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16)the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(17)banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or securities intermediary;

(18)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(19)Liens on accounts receivable and related assets incurred in connection with Receivable Facility incurred pursuant to clause (18) of the second paragraph of Section 4.9;

(20)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;

(21)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(22)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or

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(iii) relating to purchase orders and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(23)Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(24)Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 4.9;

(25)Liens to secure Indebtedness incurred pursuant to clauses (20) and (24) of the second paragraph of Section 4.9 ;

(26)Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;

(27)security given to a public or private utility or any governmental authority as required in the ordinary course of business;

(28)landlords’ and lessors’ Liens in respect of rent not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect;

(29)Liens in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) with respect to customs duties in the ordinary course of business, (ii) that are not overdue by more than sixty (60) days, (iii) (A) that are being contested in good faith by appropriate proceedings, (B) the Company or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, or (iv) the existence of which would not reasonably be expected to result in a material adverse effect;

(30)Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business;

(31)Liens on the Capital Stock of Unrestricted Subsidiaries;

(32)pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under clause (21) of the second paragraph of Section 4.9.

(33)any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar

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arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar agreement;

(34)Liens consisting of customary contractual restrictions on cash and Cash Equivalents;

(35)Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

(36)possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments; provided that such Liens (a) attach only to such Investments or other Investments held by such broker or dealer and (b) secure only obligations incurred in the ordinary course of business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with the incurrence of Indebtedness or margin financing;

(37)Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment; and

(38)any interest or title of a licensor, a sublicensor, lessor or sublessor under any license or operating or true lease agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up; provided that in no event shall Equity Interests outstanding as of the Issue Date or issued thereafter to any officer, director, employee or consultant of the Company or any Restricted Subsidiary in respect of services provided to the Company or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Company be considered Preferred Stock.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2) under the Exchange Act, as the case may

32

be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Receivables Facility” means any of one or more financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells their accounts receivable or rights to future advisory fees (including Rule 12b-1 fees) to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable or rights to future advisory fees to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or rights to future advisory fees or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means the last April 1 or October 1 (whether or not on a Business Day) preceding such Interest Payment Date.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registration Rights Agreement” means the (i) Registration Rights Agreement dated as of the Issue Date between the Company, the Guarantors and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated., as representatives of the initial purchasers relating to the Notes issued on the Issue Date and (ii) any other registration rights agreement entered into in connection with an issuance of Additional Notes in a private offering after the Issue Date.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Regulation S Global Note Legend” means the legend identified as such in Exhibit A hereto.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon a receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Related Party” means (a) with respect to Madison Dearborn Partners, LLC, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Company or its Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

“Representative” means any agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such agent or representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Indebtedness.

“Resale Restriction Termination Date” means for any Transfer Restricted Note (or beneficial interest therein), that is (a) not a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.6(b)), one year from the Issue Date or, if any Additional Notes that are Transfer Restricted Notes have been issued before the Resale Restriction Termination Date for any Transfer Restricted Notes, from the latest such original issue date of such Additional Notes, and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.6(b)), the date on or after the 40th consecutive day beginning on and including the later of (i) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S) pursuant to Regulation S and (ii) the issue date for such Notes.

“Responsible Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee having direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an investment other than a Permitted Investment.

“Restricted Notes Legend” means the legend identified as such in Exhibit A hereto.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

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“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.

“Secured Indebtedness” means, as at any date of determination, an amount equal to (a) Consolidated Total Indebtedness minus (b) to the extent included in Consolidated Total Indebtedness, (i) the amount of any Capital Stock and (ii) if any Indebtedness and any guarantee thereof is not secured by any Lien, the amount of such Indebtedness.

“Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) the aggregate amount of Secured Indebtedness of such Person as of such date of calculation to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred.  In the event that the Company or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other than incurrences or redemptions of working capital borrowings under revolving credit facilities in the ordinary course of business) subsequent to the end of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated using the aggregate amount of Secured Indebtedness as of the Secured Leverage Calculation Date.  The Secured Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of “Total Leverage Ratio,” including any pro forma adjustments to EBITDA (including for acquisitions).

“Secured Leverage Calculation Date” has the meaning set forth in the definition of “Secured Indebtedness Leverage Ratio.”

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Seed Capital Investment” means each Investment Vehicle in which the Company or one or more of its Restricted Subsidiaries has invested or is investing “seed” or “early stages” capital in the ordinary course of business.

“Significant Subsidiary” means any Restricted Subsidiary that would be “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Sponsor” means Madison Dearborn Partners, LLC and its Affiliates (other than any portfolio company thereof).

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any

35

contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

“Subsidiary” means, with respect to any specified Person:

(a)any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b)any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity;

provided that, in all cases, Subsidiary shall not include any Investment Vehicle even if any such entity would be consolidated with the Company under GAAP.

“Subsidiary Guarantors” means the Guarantors other than Parent or any other direct or indirect parent of the Company that delivers a Guarantee.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Total Assets” means total assets of the Company and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

“Total Leverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of Total Consolidated Indebtedness of such Person as of the end of such period to the EBITDA (as calculated below) of such Person for such period.  In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness (other than incurrences or repayments of working capital borrowings under revolving credit facilities in the ordinary course of business) or issues or redeems Disqualified Stock or Preferred Stock, in each case subsequent to the end of the period for which the Total Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Leverage Ratio is made (the “Calculation Date”), then the Total Leverage Ratio shall

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be calculated using the aggregate amount of Total Consolidated Indebtedness as of the Calculation Date.

If Investments, acquisitions, dispositions, mergers or consolidations outside the ordinary course of business have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date, then the Total Leverage Ratio shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers or consolidations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation (including, without limitation, the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include synergies, operating improvements and operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken within the twelve-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead, provided that, in each case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) in the case of item (B) or (C) above, that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture.

“Total Net Tangible Assets” means total assets of the Company and its Restricted Subsidiaries, less all goodwill, trade names, trademarks, patents and any other like intangibles, all on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated.

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“Trailing EBITDA” means EBITDA of the Company and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

“Transaction Expenses” means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or other equity interests.

“Transactions” means (i) the entry into an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the Company and the guarantors thereunder, (ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iii) the refinancing of certain existing indebtedness of the Company as contemplated in the Offering Memorandum and (iv) the payment of fees and expenses related to each of the foregoing.

“Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two (2) Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 15, 2016; provided, however, that if the period from such redemption date to October 15, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” has the meaning set forth in the preamble to this Indenture.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means one or more Global Notes that bears a Global Note Legend and that is deposited with or on behalf of and registered in the name of a Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary.  The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital

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Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with Section 4.7 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated).  The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such redesignation, no Event of Default shall have occurred and be continuing and any Indebtedness of, or Lien existing on assets of, such Subsidiary existing at the time of such redesignation is permitted pursuant to the covenants described under Sections 4.9 and 4.12 Any such designation or redesignation by the Board of Directors of the Company shall be notified by the Company to the Trustee by promptly filing with such Trustee a copy of the Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate certifying that such designation or resignation, as the case may be, complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two (2) Business Days prior to such determination.

Except as described in Section 4.9, whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Securities” means securities that are

(a)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government

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Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.2Other Definitions.

Term	Defined in Section
“Acceleration Notice”	6.2
“Act”	12.14(a)
“Affiliate Transaction”	4.11
“Agent Members”	2.6(a)
“Adjusted Net Assets”	10.6
“Authorization Order”	2.2
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.3
“Covenant Suspension Event”	4.20
“Event of Default”	6.1
“Excess Proceeds”	4.10
“Funding Guarantor”	10.6
“Guarantee Blockage Notice	11.3
“Guarantee Payment Blockage Period	11.3
“Guarantor Payment Default”	11.3
“incur”	4.9
“Initial Notes”	2.2

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“Interest Payment Date”	Exhibit A
“Legal Defeasance”	8.2
“Limited Non-Guarantor Debt Exceptions”	4.9
“Non-Guarantor Payment Default”	11.3
“Offer Amount”	3.9
“QIBs”	2.1(b)
“QIB Global Note”	2.1(b)
“Permitted Debt”	4.9
“Refinancing Indebtedness”	4.9
“Refunding Capital Stock”	4.7
“Registrar”	2.3
“Regulation S”	2.1(b)
“Regulation S Global Note”	2.1(b)
“Restricted Payment”	4.7
“Retired Capital Stock”	4.7
“Reversion Date	4.20
“Rule 144A”	2.1(b)
“Successor Company”	5.1
“Successor Guarantor”	10.5(a)
“Successor Parent Guarantor”	10.5(b)
“Suspended Covenants	4.20
“Suspension Period”	4.20

SECTION 1.3Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture.

The following TIA terms have the following meanings:

“indenture securities” means the Notes and any Guarantee;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes or any Guarantor.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein.

SECTION 1.4Rules of Construction.  Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein;

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(2)an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

(7)provisions apply to successive events and transactions; and

(8)references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time.

ARTICLE II

THE NOTES

SECTION 2.1Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided, that the text of any such notations, legends or endorsements shall be delivered to the Trustee in writing by the Company in a form acceptable to the Company.  Each Note shall be dated the date of its authentication.  The Notes initially shall be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Trustee and the Paying Agent and Registrar, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(a)The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the principal aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as

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appropriate, to reflect exchanges, redemptions and transfers of interests.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.  The aggregate amount outstanding of any Global Note shall be reflected on the books and records of the Trustee.

Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

(b)The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) or (ii) in reliance on Regulation S under the Securities Act (“Regulation S”).  After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred (1) to QIBs, in reliance on Rule 144A, (2) outside the United States pursuant to Regulation S, (3) to Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act or (4) to the Company, in accordance with certain transfer restrictions.  Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers.  The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian.  Transfers of Notes between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16.

(c)Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with Section 2.1(b) and this Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Note Custodian for the Depositary.

The Trustee shall have no responsibility or obligation to any Beneficial Owner that is a member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice

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of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes.  The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in the Notes.

(d)Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2Execution and Authentication.

An Officer shall sign the Notes for the Company by manual, “.pdf”, facsimile or other electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $500,000,000 (the “Initial Notes”), (ii) Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.9), (iii) Exchange Notes or private exchange notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, upon a written order of the Company in the form of a certificate signed by one Officer of the Company (an “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, accompanied by an Opinion of Counsel in a form reasonably satisfactory to the Trustee, to the effect that all such conditions precedent have been satisfied.  Each such Authentication Order shall specify the principal amount and registered holder of each Note to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes, private exchange notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request.

The Company may appoint an authenticating agent reasonably acceptable to the Trustee to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or the Company or an Affiliate of the Company.

SECTION 2.3Registrar; Paying Agent.

The Company shall maintain (i) an office or agency within the City and State of New York where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent.  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company

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may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.

The Company shall promptly notify the Trustee in writing, and the Trustee shall notify the Holders, of the name and address of any Agent not a party to this Indenture.  The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such Agent.  If the Company fails to appoint or maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof.  The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar, except that for the purposes of Articles Three and Eight and Sections 4.10 and 4.14, neither the Company nor any Affiliate of the Company shall act as Paying Agent.

The Company initially appoints the Trustee to act as the Note Custodian, Registrar and Paying Agent.

The Company initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4Paying Agent To Hold Money in Trust.

The Company shall require each Paying Agent not a party to this Indenture to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent not a party to this Indenture to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent not a party to this Indenture to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Restricted Subsidiary) shall have no further liability for the money.  If the Company or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon the occurrence of events specified in Section 6.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5Holder Lists.

The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each Holder thereof, and the Company shall otherwise comply with TIA § 312(a).

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SECTION 2.6Book-Entry Provisions for Global Notes.

(a)Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Note Custodian, or under the Global Note, and the Depositary will be treated by the Company, the Trustee Note Custodian and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, Note Custodian or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or the irrespective nominees.  Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.  In addition, Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes.

(c)In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(e)Each Global Note shall bear the Global Note Legend on the face thereof.

(f)At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior

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to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

(g)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes upon receipt by the Trustee of a written order by the Company signed by one Officer of the Company in accordance with Section 2.2.

(2)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.7, 4.10, 4.14 and 9.5 hereto).

(3)All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(4)The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(5)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest and Additional Interest, if any, on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(6)The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof.  Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(7)Each Holder agrees to provide reasonable indemnity to the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

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(8)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(h)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue an Officers’ Certificate stating that such Registration Statement has been declared effective and deliver an Authentication Order to the Trustee, and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not affiliates (as defined in Rule 144) of the Company, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the Restricted Global Notes to be reduced accordingly, and the Trustee shall deliver to the Persons designated by the Holders of Restricted Global Notes or Restricted Definitive Notes so accepted the Unrestricted Global Notes or Unrestricted Definitive Notes issued and authenticated in accordance with the preceding sentence in the appropriate principal amount.

SECTION 2.7Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by one Officer of the Company, shall authenticate a replacement Note if the Trustee’s requirements are met.  In connection with the replacement of a Note, the Company and the Trustee will require an indemnity bond from the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability or expense that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment.  The Company and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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SECTION 2.8Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Restricted Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate of the Company shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the register or identified by the Company in an Officers’ Certificate as being owned shall be so disregarded.  Notwithstanding the foregoing, Notes that are to be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

SECTION 2.10Temporary Notes.

Until Certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by one Officer of the Company in accordance with Section 2.2.  Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the Trustee shall upon receipt of a written order of the Company signed by one Officer authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11Cancellation.

The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Company may have acquired in

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any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee.  All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  Subject to Section 2.7 hereof, the Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.  All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and certification of their disposal delivered to the Company.

SECTION 2.12Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof.  The Company shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date.  At least 15 days before the special record date, the Company (or the Trustee, in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13Record Date.

Unless otherwise set forth in this Indenture, the record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316(c).

SECTION 2.14Computation of Interest.

Interest and Additional Interest, if any, on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15CUSIP Number.

The Company in issuing the Notes may use a “CUSIP” number, and if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.16Special Transfer Provisions.

Each Initial Note and each Additional Note issued pursuant to an exemption from registration under the Securities Act will constitute a Transfer Restricted Note and be required to bear the Restricted Notes Legend until the expiration of the Resale Restriction Termination Date therefor, unless and until such Transfer Restricted Note is transferred or exchanged pursuant to

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an effective registration statement under the Securities Act.  The following provisions shall apply to the transfer of a Transfer Restricted Note:

(a)Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

(i)The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit C hereto.

(ii)If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note.

(b)Transfers Pursuant to Regulation S.  The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S:

(i)The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit D hereto from the proposed transferor.

(ii)If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note.

(c)Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do

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not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(d)General.  By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture.  A transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note shall be subject to compliance with applicable law and the applicable procedures of the Depositary, but is not subject any procedure required by this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.16.

SECTION 2.17Issuance of Additional Notes.

The Company shall be entitled to issue Additional Notes, including Exchange Notes, under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions, any registration rights agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12.

The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.

With respect to any Additional Notes, the Company shall set forth in a Board Resolution and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; and

(3)whether such Additional Notes shall be Transfer Restricted Notes.

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ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days or such shorter period as is acceptable to the Trustee before a redemption date, an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the Redemption Price.

If the Company is required to make an offer to purchase Notes pursuant to Section 4.10 or 4.14 hereof, it shall furnish to the Trustee, at least 30 days or such shorter period as is acceptable to the Trustee before the scheduled purchase date, an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the offer to purchase shall occur, (ii) the terms of the offer, (iii) the principal amount of Notes to be purchased, (iv) the purchase price and (v) the purchase date and further setting forth a statement to the effect that (a) the Company or one of its Subsidiaries has effected an Asset Sale and there are Excess Proceeds aggregating more than $25.0 million or (b) a Change of Control has occurred, as applicable.

The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or offer.

SECTION 3.2Selection of Notes To Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Registrar will select Notes for redemption as follows:

(1)if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2)if the Notes are not listed on any national securities exchange, on a pro rata basis to the extent practicable or in accordance with customary procedures of DTC.

No Notes of $2,000 or less shall be redeemed in part.  Except as otherwise provided herein, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Sections 8.2, 8.3 or 8.8 hereof.

If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount thereof that is to be redeemed.  A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate).  Notes called for redemption become due on the date fixed for redemption.

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On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption so long as the Company has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to this Indenture.  The Registrar shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Company in writing of the Notes selected for redemption.  The Registrar may select for redemption portions (equal to $2,000 or any integral multiples of $1,000 thereof) of the principal of the Notes that have denominations larger than $2,000.

SECTION 3.3Notice of Redemption.

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed by first class mail, a notice of redemption to the Trustee, the Registrar and each Holder whose Notes are to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(1)the redemption date;

(2)the Redemption Price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)the name, telephone number and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(6)that, on the redemption date, the redemption price will become due and payable upon each such Note or portion thereof, and that, unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such

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notice and providing a form of notice setting forth the information to be stated in the notice as provided in the preceding paragraph.  The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

SECTION 3.4Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest and Additional Interest, if any, to such date.  Any notice of redemption that is not mailed at least 30 days prior to the redemption date shall result in such redemption date becoming effective 30 days following the date the notice is mailed.  A notice of redemption may not be conditional.

SECTION 3.5Deposit of Redemption of Purchase Price.

On or before 10:00 a.m. (New York City time) on each redemption date or the date on which Notes must be accepted for purchase pursuant to Section 4.10 or 4.14, the Company shall deposit with the Paying Agent (other than the Company or an Affiliate of the Company) money sufficient to pay the Redemption Price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of (including any applicable premium), and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased.

If Notes called for redemption or tendered in an Asset Sale Offer or Change of Control Offer are paid or if the Company has deposited with the Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in an Asset Sale Offer or Change of Control Offer (regardless of whether certificates for such securities are actually surrendered).  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case, at the rate provided in the Notes and in Section 4.1 hereof.  If any Note called for redemption or tendered in an Asset Sale Offer or Change of Control Offer shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest and Additional Interest, if any, shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal.

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Any and all interest payable upon any redemption shall be payable in cash.

SECTION 3.6Notes Redeemed in Part.

Upon surrender and cancellation of a Note that is redeemed in part, the Company shall issue and, upon the written request of an Officer of the Company, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

SECTION 3.7Optional Redemption.

(a)The Notes may be redeemed, in whole or in part, at any time prior to October 15, 2016, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 15, 2016, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016	104.750	%
2017	102.375	%
2018 and thereafter	100.000	%

(c)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to October 15, 2015, the Company may on one or more occasions, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 109.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent and its Affiliates) and that any such redemption occurs within 90 days following the date of the closing of any such Equity Offering.

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SECTION 3.8Mandatory Redemption.

Except as set forth under Section 3.9, 4.10 and 4.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.9Offer to Purchase.

In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below.

On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.  If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase.  The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, or if less than the Offer Amount has been properly tendered, the aggregate purchase price equal to all Notes or portion of Notes properly tendered, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9.  On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or Depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9.  The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest and Additional Interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver (or cause to be transferred by book entry) at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The

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Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

ARTICLE IV

COVENANTS

SECTION 4.1Payment of Notes.

(a)The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest and Additional Interest, if any, then due.  The Company shall pay all Additional Interest, if any, in the same manner on the dates and amounts set forth in the Registration Rights Agreement; provided, however, the Company shall deliver an Officers’ Certificate to the Trustee stating that Additional Interest is due and stating the amount of such Additional Interest on $1,000 aggregate principal amount of Notes to the Trustee no later than the Record Date of such payment.  Unless and until the Trustee receives an Officers’ Certificate stating that Additional Interest is due and payable, the Trustee is entitle to assume no Additional Interest is due.

(b)The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

SECTION 4.2Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from

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time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3Reports.

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the Holders, by posting on its publicly available website, within fifteen days after the deadlines specified in the Commission’s rules and regulations for a filer that is a “non-accelerated filer”:

(1)substantially the same quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)substantially the same current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports (other than those current reports relating to Section 3 (Securities and Trading Markets), Section 5 (Corporate Governance and Management), Section 6 (Asset-Backed Securities) and Section 8 (Other Events) or successor provisions, provided, however, that the Company shall be required to file current reports relating to change of control of the Company, any amendments to the charter documents of the Company or any Guarantor that materially modify the rights of security holders).

To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders pursuant to Article VI if holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.

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So long as any Notes are outstanding, the Company will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Company to obtain such information.

In addition, if at any time Parent or any direct or indirect parent company that becomes a Guarantor (there being no obligation of any such parent company to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.3 may, at the option of the Company, be filed by and be those of Parent or such parent company (as applicable) rather than the Company; provided that the same is accompanied by consolidating information as required by Rule 3-10 of Regulation S-X that explains in reasonable detail the differences between the information relating to Parent and such other parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

If the Company is required to furnish reports to the Holders pursuant to the first paragraph of this Section 4.3, the Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, at its expense, the Trustee will deliver such reports to the Holders under this Section 4.3.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).  The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information of the statements contained therein.  The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

SECTION 4.4Compliance Certificate.

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2012, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of his or her knowledge, no Default or Event of Default has occurred during the previous fiscal year (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which

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he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that, to the best of his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest or Additional Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default (unless such Default or Event of Default has been cured prior to such time) and what action the Company is taking or proposes to take with respect thereto.

Except with respect to receipt of Note payments when due and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.4 the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or the breach of any representation, warranty of covenant made in this Indenture.

SECTION 4.5Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.6Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenant (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7Limitation on Restricted Payments.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a)declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (i) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase

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such Equity Interests (other than Disqualified Stock) and (ii) dividends or distributions by a Restricted Subsidiary payable on or in respect of any class or series of its securities, provided that such dividend or distribution is made in accordance with the terms of the agreement or instrument governing such class or series of securities);

(b)purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent entity of the Company held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;

(c)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clause (8) of the second paragraph of Section 4.9  or (y) the purchase, repurchase or other acquisition or retirement of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, acquisition or retirement); or

(d)make any Restricted Investment;

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9; and

(3)such Restricted Payment, together with (A) the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (11), (13), (14) and (15) of the next succeeding paragraph; provided that the calculation of Restricted Payments shall also exclude the amounts paid or distributed pursuant to clause (1) of the next paragraph to the extent that the declaration of such dividend or other distribution shall have previously been included as a Restricted Payment) and (B) the aggregate amount of all prepayments of Existing Notes pursuant to clause (B) of the second proviso of Section 4.18 made by the Company and its Restricted Subsidiaries after the Issue Date, is less than the sum, without duplication, of

(a)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most

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recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company after the Issue Date from the issue or sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of (x) Equity Interests of the Company (excluding (i) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) cash proceeds received from the sale of Refunding Capital Stock to the extent such amounts have been applied to Restricted Payments made in accordance with clause (2) of the next succeeding paragraph, (iii) Designated Preferred Stock and (iv) Disqualified Stock) or (y) debt securities or Disqualified Stock of the Company that has been converted into or exchanged for Equity Interests of the Company (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent company sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock), plus

(c)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property contributed to the equity capital of the Company after the Issue Date (other than (i) by a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries, (ii) any Excluded Contributions, (iii) any Disqualified Stock, (iv) any Refunding Capital Stock, (v) any Designated Preferred Stock and (vi) cash proceeds applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d)to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Company or a Restricted Subsidiary after the Issue Date in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property received by the Company or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted

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Investment) or a dividend or other distribution from an Unrestricted Subsidiary, plus

(e)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary or of the assets transferred (as applicable), as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment), plus

(f)$50.0 million.

The preceding provisions will not prohibit:

(1)the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) or Subordinated Indebtedness in exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to the Company or any of its Subsidiaries) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on Retired Capital Stock out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(3)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower of such Subordinated Indebtedness which is incurred in compliance with Section 4.9 so long as (A) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as such Subordinated Indebtedness so redeemed, repurchased, acquired or retired, (B) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (C) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

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(4)a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any Subsidiary or any of its direct or indirect parent companies (or their permitted transferees, assigns, estates or heirs) pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan, agreement or arrangement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement), provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Company or any direct or indirect parent company of the Company), with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $75.0 million in any calendar year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Company or any direct or indirect parent company of the Company); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date plus (B) the cash proceeds of “key man” life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) (it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder) (to the extent such debt was incurred to purchase Equity Interests of the Company or any of its direct or indirect parent companies)) minus (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

(5)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in accordance with Section 4.9; provided such Disqualified Stock is included in the calculation of Consolidated Total Indebtedness for such entity;

(6)the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) and the declaration and payment of dividends to any direct or indirect parent company of the Company the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Company issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of

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dividends or distributions thereon) on a pro forma basis, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9 or as “Permitted Debt” and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8)the payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company of the Company, as the case may be, to fund the payment by any such parent company of the Company of dividends on such entity’s common stock) following the first public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, in an aggregate amount not to exceed, in any year, 6% of the net cash proceeds received by or contributed to the Company after the Issue Date in any such public offering, other than public offerings of common stock of the Company (or any direct or indirect parent company of the Company) registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9)Investments that are made with Excluded Contributions;

(10)the payment of dividends or other distributions to any direct or indirect parent company of the Company to fund the payment by any such parent company of interest payments or AHYDO Catch Up Payments on Indebtedness, or dividends on Preferred Stock, of such parent company incurred or issued after the Issue Date; provided, however, that (A) the net cash proceeds of such Indebtedness or such Preferred Stock, as the case may be, are contributed to the Company as common equity, (B) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the amount of net cash proceeds of such Indebtedness or Preferred Stock actually contributed to the Company as common equity and (C) after giving effect to such dividends or other distributions, the amount available for Restricted Payments pursuant to clause (3) of the first paragraph of this Section 4.7 shall not be less than $0;

(11)distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility;

(12)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness or Disqualified Stock pursuant to provisions similar to those described in Sections 4.10 and 4.14; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by Holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

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(13)the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Company in amounts required for such Person to pay, without duplication:

(i)franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

(ii)federal, foreign, state and local income or franchise taxes (or any alternative tax in lieu thereof); provided, that, in each fiscal year, the amount of such payments shall be equal to the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;

(iii)customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of any direct or indirect parent company of the Company and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(iv)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(v)amounts payable pursuant to the Management Agreement;

(vi)fees and expenses other than to Affiliates of the Company related to (1) any unconsummated equity or debt offering of such parent entity, (2) any Investment otherwise permitted under this section (whether or not successful) and (3) any transaction of the type described under Section 5.1;

(vii)cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent;

(viii)amounts to finance Investments otherwise permitted to be made pursuant to this Indenture; provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited Section 5.1 in order to consummate such Investment; (3) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no

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consideration or other payment in connection with such transaction, (4) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of the first paragraph of this Section 4.7 and (5) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary by another paragraph of this paragraph (other than pursuant to clause (9) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (11) thereof);

(ix)reasonable and customary fees payable to any directors of any direct or indirect parent of the Company and reimbursement of reasonable out-of-pocket costs of the directors of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(x)reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Company in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(14)cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.7 (as determined in good faith by the Board of Directors of the Company);

(15)distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Company or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) below or clause (10) of the definition of “Permitted Investments”);

(16)[RESERVED];

(17)Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, without giving effect to any sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities or are included in the calculation under clause (3)(d) of the first paragraph of this Section 4.7, not to exceed the greater of (i) $75 million and (ii) 14% of Trailing EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(18)payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole that complies with the terms of this Indenture, including Article V hereof; and

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(19)the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Company or any of its direct or indirect parent companies pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided, however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Company);

provided, however, that at the time of, and after giving effect to, (i) any Restricted Payment permitted under clauses (4), (5), (6), (8), (12), (13)(v) and (vi) and (17) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) any Restricted Payment permitted under clause (10) above, no Default or Event of Default specified in clauses (1), (2), (5) or (7) of Section 6.1 shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment.  The fair market value of any assets or securities that are required to be valued by this Section 4.7 will be determined in good faith by the Board of Directors of the Company.

As of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries.  The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.”  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of “Investments.”  Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this Section 4.7 or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries will not be subject to any of the restrictive covenants of this Indenture.

For the avoidance of doubt, any dividend or distribution otherwise permitted pursuant to this Section 4.7 may be in the form of a loan.

SECTION 4.8Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or

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participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect (x) pursuant to a Credit Facility or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date;

(2)(x) this Indenture, the Notes and Guarantees (including any Exchange Notes issued in exchange for the Notes and related Guarantees) and (y) the 2017 Indenture, the 2017 Notes and Guarantees (including any Exchange Notes (as defined in the 2017 Indenture) issued in exchange for the 2017 Notes and related Guarantees);

(3)purchase money obligations or other obligations described in clause (5) of the second paragraph of Section 4.9 that, in each case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this Section 4.8 on the property so acquired;

(4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6)contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.9 and 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.9 or (ii)

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that is incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.9;

(10)customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11)customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;

(12)restrictions and conditions by the terms of the documentation governing any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;

(13)negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under this Indenture;

(14)any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph of this Section 4.8 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clause (1), (2), (3) or (5) above; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable to the Holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Company’s and Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due; provided further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the Holders of the Notes than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date; and

(15)any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to Section 4.9 if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith).

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SECTION 4.9Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Total Leverage Ratio of the Company and its Restricted Subsidiaries (on a consolidated basis) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been less than 7.0 to 1.0 determined on a pro forma basis; provided further, that any incurrence of Indebtedness or issuance of Preferred Stock pursuant to this paragraph by a Restricted Subsidiary that is not a Guarantor is subject to the limitations of set forth in the last paragraph of this Section 4.9.

The first paragraph of this Section 4.9 will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1)the incurrence by the Company or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Company or any Restricted Subsidiary of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount, equal to (A) $3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness, plus (B) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Leverage Ratio of the Company would not exceed 5.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (B)), minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Sales minus (D) the aggregate amount of Indebtedness incurred by a Receivables Subsidiary and then outstanding pursuant to clause (18) of this paragraph;

(2)the incurrence by the Company and the Guarantors of Indebtedness represented by (x) the Notes (including any Guarantee thereof) issued on the Issue Date and any Exchange Notes and related Guarantees to be issued in exchange for the Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement and (y) the 2017 Notes (including any Guarantee thereof) issued on the Issue Date and any Exchange Notes (as defined in the 2017 Notes Indenture) and related guarantees to be issued in exchange for the 2017 Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement (as defined in the 2017 Notes Indenture);

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(3)the incurrence by a Broker-Dealer Subsidiary of Indebtedness incurred in connection with the settlement of securities transactions in the ordinary course of business in an amount not to exceed $50.0 million at any one time outstanding;

(4)any Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clause (1) or (2) above), including the Existing Notes;

(5)(i) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted Subsidiary to finance the purchase, construction, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), and (ii) Indebtedness incurred to refinance any such Indebtedness under subclause (i), in an aggregate principal amount under this clause (5) that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) does not exceed the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;

(6)Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed or paid within 60 days following such drawing or incurrence;

(7)indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(8)Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to constitute the incurrence of such Indebtedness not permitted by this clause (8) and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Company or such Guarantor with respect to the Notes or the Guarantees;

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(9)shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10)Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(11)obligations in respect of customs, stay, bid, appeal, performance and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

(12)Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (12) does not at any one time outstanding exceed the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;

(13)(x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (3) above) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary or the Company, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Company incurred in accordance with the terms of this Indenture;

(14)the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund, replace or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2) and (4) above, this clause (14) and clause (15) below or any Indebtedness issued to so refund, replace, redeem, extend or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that (A) such Refinancing Indebtedness has a Weighted Average Life to Maturity which is not less than the Weighted Average Life to Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, and has a Stated Maturity not earlier than the

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Stated Maturity of the Indebtedness being refunded, replaced, redeemed, extended or refinanced, (B) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes or the Guarantees at least to the same extent as the Indebtedness being refunded, replaced or refinanced, (C) such Refinancing Indebtedness shall not have any obligors that were not obligors of the Indebtedness being refunded, replaced or refinanced, (D) such Refinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, redeemed, extended or refinanced and (E) any Preferred Stock shall be refunded, replaced or refinanced with Preferred Stock;

(15)subject to the last paragraph of this covenant, (i) Indebtedness or Preferred Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by, the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture or (ii) Indebtedness of the Company or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Company or such Restricted Subsidiary of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger or consolidation with, any Person owning such assets); provided that after giving effect to such incurrence of Indebtedness either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of this Section 4.9 or (B) the Total Leverage Ratio would be less than or equal to such Total Leverage Ratio immediately prior to such acquisition;

(16)Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(17)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit;

(18)Indebtedness incurred by a Receivables Subsidiary in connection with a Receivables Facility;

(19)Indebtedness consisting of promissory notes issued by the Company or any Guarantor to current or former officers, directors, consultants and employees, their respective estates, spouses, former spouses, heirs or family members to finance the purchase or redemption of Equity Interests of the Company or any of its direct or indirect parent companies permitted by Section 4.7;

(20)Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described in Article VIII hereof;

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(21)Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;

(22)cash management obligations and Indebtedness in respect of netting services, employee credit card programs or similar arrangements in connection with cash management and deposit accounts or security accounts;

(23)Indebtedness representing deferred compensation to employees of the Company or any Restricted Subsidiary incurred in the ordinary course of business; and

(24)Indebtedness or Preferred Stock of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million at any one time outstanding.

For purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.9, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this Section 4.9 (so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification), and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories.  Accrual of interest or dividends, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness or Preferred Stock will not be deemed to be an incurrence of Indebtedness or Preferred Stock for purposes of this Section 4.9 and Section 4.12. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1)(A) of the second paragraph of this Section 4.9 and any such Indebtedness that was outstanding under the Credit Agreement as of the Issue Date may not later be reclassified.

For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement.  The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred.  The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section 4.9 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

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The Company shall not, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt) of the Company, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company.  No Guarantor will, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt, but excluding Designated Senior Indebtedness) of such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of such Guarantor.  Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority.

Notwithstanding anything to the contrary contained in the first paragraph of this Section 4.9 or in the second paragraph of this Section 4.9, no Restricted Subsidiary of the Company that is not a Guarantor shall incur any Indebtedness or issue any Preferred Stock in reliance on the first paragraph of this Section 4.9 or clause (15) of the second paragraph of this Section 4.9, or guarantee (in reliance on clause (13) of the second paragraph of this Section 4.9) any Indebtedness incurred by the Company or a Restricted Subsidiary in reliance on the first paragraph of this Section 4.9 or clause (15) of the second paragraph of this Section 4.9 (collectively, the “Limited Non-Guarantor Debt Exceptions”), if the amount of such Indebtedness or Preferred Stock, when aggregated with the amount of all other Indebtedness or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA; provided, that in no event shall any Indebtedness or Preferred Stock of any Restricted Subsidiary that is not a Guarantor (x) existing at the time it became a Restricted Subsidiary or (y) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly Owned Subsidiary (and in the case of clauses (x) and (y), not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this paragraph.

SECTION 4.10Limitation on Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

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For purposes of clause (2) above, the amount of (i) any liabilities other than contingent liabilities (as shown on the Company’s or the applicable Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, (iii) any assets described in clause (2) or (3) below, and (iv) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) an amount equal to 2.0% of Total Assets of the Company on the date on which such Designated Non-cash Consideration is received (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

(1)(i) to reduce Obligations under Secured Indebtedness of the Company or any Restricted Subsidiary, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or another Restricted Subsidiary), (iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (iv) to reduce Indebtedness of the Company that ranks pari passu in right of payment with the Notes or Indebtedness of a Guarantor that ranks pari passu in right of payment with such Guarantor’s Guarantee of the Notes (provided that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu in right of payment with the Notes or the Guarantees (other than Indebtedness specified in clauses (i) through (iii) above), it will equally and ratably reduce Obligations under the Notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by causing the Company to make an Asset Sale Offer (in accordance with the procedures set forth below in this Section 4.10) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes), in each case other than Indebtedness owed to Parent or any Restricted Subsidiary;

(2)to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other non-current assets, in each of (A), (B) and (C), used or useful in a Permitted Business;

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(3)to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale; and or

(4)to make any Seed Capital Investment.

Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds”; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement).

When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company or the applicable Restricted Subsidiary will make an offer (an “Asset Sale Offer”) to all Holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Registrar will select the Notes to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company or the applicable Restricted Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company or the applicable Restricted Subsidiary will comply with the applicable securities laws and regulations

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and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

SECTION 4.11Limitation on Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless:

(1)the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or Restricted Subsidiary with an unrelated Person; and

(2)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such Affiliate Transaction) have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a Board Resolution.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)any transaction with the Company, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(2)Restricted Payments and Permitted Investments (including Seed Capital Investments) permitted by this Indenture;

(3)the payment by the Company or any of its Restricted Subsidiaries of management, consulting, monitoring and advisory fees, termination or indemnification payments and related reasonable expenses pursuant to the Management Agreement;

(4)payments in respect of reasonable employment, severance and any other compensation arrangements with, and fees and reasonable expenses paid to, and indemnities provided on behalf of (and entering into related agreements with) officers, directors, employees or consultants of the Company, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;

(5)payments made by the Company or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other

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investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by majority of the Board of Directors of the Company (and, if any, a majority of the disinterested members of the Board of Directors of the Company with respect to such Affiliate Transaction) in good faith;

(6)transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the first paragraph of this Section 4.11;

(7)payments or loans (or cancellations of loans) to employees or consultants of the Company or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Company in good faith and which are otherwise permitted under this Indenture;

(8)payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement (which is permitted under clause (3) of the second paragraph of this Section 4.11), including additional parties that may be added subsequent to the Issue Date and any amendment thereto to the extent such an amendment is not adverse to the interests of the Holders of the Notes in any material respect;

(9)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services (including Parent and its Subsidiaries), in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(10)if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder, any director, officer, employee or consultant of the Company or its Subsidiaries or any other Affiliates of the Company (other than a Subsidiary);

(11)any transaction permitted by Section 5.1;

(12)any transaction with a Receivables Subsidiary effected as part of a Receivables Facility;

(13)the Transactions and the payment of the Transaction Expenses;

(14)payments by the Company and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

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(15)payments to investment and commercial banks (or their affiliates) for financial advisory and other investment and commercial banking services and financings provided by them in the ordinary course of business on ordinary commercial terms;

(16)investments by Affiliates of the Company in investment funds managed by the Company or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and

(17)any transaction with, or payment to, any financial institution or distribution participant in connection with the sale or distribution of securities or providing investment management services in the ordinary course of business of the Company and its Restricted Subsidiaries.

SECTION 4.12Limitation on Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)in the case of Liens securing Subordinated Indebtedness of the Company, the Notes are secured by a Lien on such property, assets or proceeds of the Company that is senior in priority to such Liens;

(2)in the case of Liens securing Subordinated Indebtedness of any Guarantor, the Guarantee of such Guarantor is secured by a Lien on such property, assets or proceeds of such Guarantor that is senior in priority to such Liens;

(3)in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of the Company, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Company; and

(4)in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of any Guarantor, the Guarantee of such Guarantor is equally and ratably secured by a Lien on such property, assets or proceeds of such Guarantor.

The foregoing shall not apply to:

(i)Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(ii)Liens securing all of the Notes and the related Guarantees and all of the Notes issued in exchange therefor pursuant to the Registration Rights Agreement (including Notes issued in exchange for Additional Notes) and secured by a Lien (in each case in accordance with the terms of this Indenture) and the related Guarantees;

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(iii)Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (5) of the second paragraph of Section 4.9 ; or

(iv)Permitted Liens.

Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1), (2), (3) and (4) above.

SECTION 4.13Payments for Consent.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.14Offer To Purchase upon Change of Control.

If a Change of Control occurs, unless the Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture.  In the Change of Control Offer, the Company will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase.  Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of a Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee and each Agent, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice.  The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

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(2)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

The Company is not required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all Notes has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price.  A Change of Control Offer may be made in advance of a Change of Control and may be conditional upon the occurrence of a Change of Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.

SECTION 4.15Corporate Existence.

Subject to Section 4.14 and Article V hereof, as the case may be, the Company and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership, limited liability company or other existence of Parent and each of its Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) and the rights (charter and statutory), licenses and franchises of Parent and its Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.16Business Activities.

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

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SECTION 4.17Additional Guarantees.

The Company shall cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $25.0 million (other than Indebtedness permitted to be incurred pursuant to clauses (3), (6), (7), (8), (9), (10), (11), (16) and (18) of the second paragraph of Section 4.9 ) and (ii) each Restricted Subsidiary that guarantees any Indebtedness of the Company or any of the Guarantors, in each case, within ten (10) Business Days of such incurrence of any such Indebtedness or guarantee of such Indebtedness, to execute and deliver to the Trustee a Guarantee, together with an Opinion of Counsel, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on the same terms and conditions as those set forth in this Indenture.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall automatically be released under the circumstances set forth in, and in accordance with, Article X.

SECTION 4.18Limitation on Prepayment or Modification of Existing Notes.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly purchase, redeem, defease or otherwise acquire or retire for value (for purposes of this Section 4.18, “prepay”) any of the Existing Notes prior to the final maturity date thereof (as in effect on the Issue Date); provided that the Company may so long as no Default or Event of Default exists or would result therefrom, prepay any Existing Notes; provided that (A) any such prepayment shall be funded only with the proceeds of unsecured Indebtedness incurred substantially concurrently with such prepayment and (a) at the time of incurrence and after giving pro forma effect thereto and to the application of the proceeds thereof, (I) the Guaranteed Indebtedness Leverage Ratio shall be no greater than 7.20 to 1.0 or (II) such Indebtedness is incurred pursuant to clause (14) of the second paragraph of Section 4.9 and (b) such Indebtedness shall have a Weighted Average Life to Maturity which is longer than the Weighted Average Life to Maturity of the Notes, and shall have a Stated Maturity later than the Stated Maturity of the Notes or (B) after giving effect thereto, the amount available for Restricted Payments under clause (3) of the first paragraph of Section 4.7. shall not be less than $0.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, amend the Existing Notes or the Existing Notes Indenture, or any supplemental indenture in respect thereof, in any way (i) to make the final maturity date of the Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity of the Existing Notes, (iii) to modify or change any provision of the Existing Notes Indenture or the related definitions in a manner that is more restrictive to the Company than the Existing Notes Indenture as in effect on the Issue Date, (iv) to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures the Existing Notes, (v) to provide guarantees of any of the Existing Notes by any

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Subsidiary of the Company or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

SECTION 4.19Further Instruments and Acts.

Upon request by the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

SECTION 4.20Suspension of Certain Covenants upon Investment Grade Ratings.

If, on any date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under Section 4.10 and the covenants specifically listed under the following sections in this Indenture will no longer be applicable (collectively, the “Suspended Covenants”):

(1)  Section 4.7;

(2)  Section 4.8;

(3)  Section 4.9;

(4)  Section 4.11;

(5)  Section 4.18;  and

(6)  clause (4) of the first paragraph of Section 5.1.

In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.  The period of time between the Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.”

On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of Section 4.9. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.7 will be made as though the covenant described under Section 4.7 had been in effect prior to, and during, the Suspension Period.  As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or the Restricted Subsidiaries during the Suspension Period.  On and after each

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Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

For purposes of Section 4.8, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of Section 4.8 entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph of Section 4.8.

For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

For purposes of Section 4.11, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under Section 4.11.

During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Covenant Suspension Event or Reversion Date, an Officers’ Certificate stating that such Covenant Suspension Event or Reversion Date, as the case may be, has occurred; provided that any failure to provide such Officers’ Certificate shall have no effect whatsoever on the provisions of this Section 4.20.

ARTICLE V

SUCCESSORS

SECTION 5.1Merger, Consolidation or Sale of Assets.

(a)The Company may not, directly or indirectly:  (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)(a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, including the Person to which such sale,

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assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Company”);

(2)the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3)immediately after such transaction, no Default or Event of Default exists;

(4)immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first paragraph of Section 4.9 or (b) the Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and

(5)each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture and the Registration Rights Agreement.

(b)Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor, (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.

(c)For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

(d)The predecessor company will be released from its obligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the Notes.

(e)In connection with any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1, the Company shall expressly assume the obligations under this Indenture and Notes by supplemental indenture and shall execute and deliver to the Trustee a

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supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession together with an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1 and such supplemental indenture in respect thereto complies with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the successor entity, subject to the customary exceptions.

SECTION 5.2Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and shall exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1Events of Default.

Each of the following constitutes an “Event of Default”:

(1)the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2)the Company defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days;

(3)the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days (or 90 days with respect to Section 4.3) after notice of the default or breach has been given to the Company by the Trustee or the Holders of at least 25% of the aggregate principal amount of the outstanding Notes;

(4)a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent, the Company or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Company or any Restricted Subsidiary (other than Indebtedness owed to Parent,

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the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods, amendments or waivers) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5)the failure by Parent, the Company or any Significant Subsidiary (or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities or insurance policies as to which liability coverage has not been denied by the insurance company or indemnifying party), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable;

(6)the Guarantee of Parent or a Significant Subsidiary that is a Guarantor or any group of Subsidiaries that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of this Indenture; or

(7)(i) Parent, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)admits in writing its general inability to pay its debts as they become due;

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(ii)            a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)           is for relief against Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)           appoints a custodian of, or for all or substantially all of the assets of, Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(c)           orders the liquidation of Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.2               Acceleration.

If an Event of Default (other than an Event of Default specified in clause (7) of Section 6.1 with respect to the Company) shall occur and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may declare the principal of the Notes and any accrued interest on the Notes to be due and payable, which notice shall specify the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.

If an Event of Default specified in clause (7) of Section 6.1 with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes.

At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1)           if the rescission would not conflict with any judgment or decree;

(2)           if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3)           to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

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(4)           if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5)           in the event of the cure or waiver of an Event of Default of the type described in clause (7) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

In the event of any Event of Default specified in clause (4) of Section 6.1, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

SECTION 6.3               Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium, if any, interest and Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Guarantees.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.4               Waiver of Past Defaults.

The Holders of a majority in principal amount of the Notes issued and then outstanding under this Indenture by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on Notes (other than non-payment of principal and interest that has become due solely because of an acceleration), which shall require the consent of all of the Holders of the Notes then outstanding.

SECTION 6.5               Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to

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the Trustee or exercising any trust or power conferred on the Trustee.  However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Notes or the Guarantees, that the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability or expense that is not adequately indemnified in the judgment of the Trustee, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  In case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs.  Notwithstanding any provision to the contrary in this Indenture, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

SECTION 6.6               Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)           the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice from the Company;

(b)           the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)           such Holder or Holders offer and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)           the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and

(e)           during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7               Rights of Holders of Notes To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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SECTION 6.8               Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9               Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10             Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money and property in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest and Additional Interest ratably, without

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preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and Additional Interest, respectively;

Third:  without duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and

Fourth:  to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.  At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11             Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1               Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s affairs.

(b)           Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture or the TIA (as if this Indenture were qualified under the TIA prior to such qualification) and the Trustee need perform only those duties that are specifically set forth in this Indenture or the TIA (as if this Indenture were qualified under the TIA prior to such qualification) and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements

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of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

However, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform to the requirements of this Indenture, the Notes or the Guarantees, as the case may be.

(c)           The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.

(e)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any loss, liability or expense.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)            The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2               Rights of Trustee.

(a)           The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel.

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(c)           The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.  Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.  Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)            The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)           The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)           The rights, privileges, protections and benefits given to the Trustee, including, without limitation, its rights to compensation and to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Paying Agent and the Registrar, and to each other agent, custodian and other Persons employed to act hereunder.

(i)            The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)            The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 hereof, and such notice references the Notes and this Indenture.  In the absence of

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any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.

(k)           The permissive rights of the Trustee to do certain things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default with respect to such permissive rights.

(l)            The Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever including, but not limited to, loss or profit irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)          The Trustee shall not be required to give any note, bond, or surety in respect of the execution of the trusts and powers under this Indenture.

(n)           The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authorities and governmental action.

SECTION 7.3               Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4               Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or the Offering Memorandum, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or the Offering Memorandum, any statement or recital on any Officers’ Certificate delivered to the Trustee under Article IV or Section 8.4 hereof, or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5               Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer, the Trustee shall mail to Holders a notice of the Default

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or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest or Additional Interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.6               Reports by Trustee to Holders of the Notes.

Once this Indenture is qualified under the TIA, if required by the TIA, 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.7               Compensation and Indemnity.

The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as agreed upon in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.  Under no circumstances shall the Trustee be liable for any consequential or punitive damages of any kind.

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The obligations of the Company and the Guarantors under this Section 7.7 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee, including any termination under any Bankruptcy Law.

To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, including any termination under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.8               Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)           the Trustee fails to comply with Section 7.10 hereof;

(b)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)           a custodian or public officer takes charge of the Trustee or its property; or

(d)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

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If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may, at the expense of the Company, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to the Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s and the Guarantors’ obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9               Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the administration of this Indenture) to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10             Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities.  The Trustee together with its affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(l), (2) and (5).  The Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or conflicts of interest or participation in other securities, of the Company or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11             Preferential Collection of Claims Against the Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12             Trustee’s Application for Instructions from the Company.

Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such

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omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than 20 Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF THE INDENTURE

SECTION 8.1               Option To Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2               Legal Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below, (ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture.  For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium and Additional Interest, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(1); (b) the Company’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article VIII.  Subject to compliance with this

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Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3               Covenant Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3,  4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 (other than with respect to the legal existence of the Company), 4.16, 4.17, 4.18, and 5.1 hereof and the operation of Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(6) with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3),(4), (5) and (6) hereof shall not constitute Events of Default.

Notwithstanding any discharge or release of any obligations pursuant to Section 8.2 or 8.3, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8.  After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive.

SECTION 8.4               Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

(1)           the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient (without consideration of any reinvestment interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued hereunder on their Stated Maturity or on the applicable redemption date, as the case may

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be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)           in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)           in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)           no Event of Default shall have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(5)           such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor are a party or by which the Company or any of its Guarantors is bound;

(6)           the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and

(7)           the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.5               Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6 hereof, all money and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the

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Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company and be relieved of all liability with respect to any money or non-callable U.S. Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6               Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest or Additional Interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest or Additional Interest, if any, has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.7               Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Securities in accordance with Section 8.2, 8.3 or 8.8 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2, 8.3 or 8.8 hereof until such time as the Trustee or Paying

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Agent is permitted to apply all such money in accordance with Section 8.2, 8.3 or 8.8 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest or Additional Interest, if any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.8               Discharge.

The Company and the Guarantors may terminate the obligations under this Indenture and the Notes when:

(1)           either

(a)           all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b)           all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year or (iii) have been called for redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2)           no Event of Default shall have occurred and be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound;

(3)           the Company shall have paid or caused to be paid all sums payable by it under this Indenture;

(4)           the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be; and

(5)           the Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications) to the

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Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8.  After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8.

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1               Without Consent of Holders of the Notes.

Notwithstanding Section 9.2, without the consent of any Holders, the Company, the Guarantors, if any, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Notes or the Guarantees for any of the following purposes:

(1)           to cure any ambiguity, mistake, defect or inconsistency;

(2)           to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)           to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company’s or such Guarantor’s obligations under this Indenture, the Notes or any Guarantee in accordance with the provisions of this Indenture;

(4)           to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;

(5)           to secure the Notes;

(6)           to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, as amended;

(7)           to add a Guarantee of the Notes;

(8)           to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture; or

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(9)           to conform the text of this Indenture, Notes or Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum.

No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under Article XI (or any definitions of terms used therein), without the consent of such holder or, in accordance with the terms of such Designated Senior Indebtedness, the consent of the Representative of such holder or the requisite holders of such Designated Senior Indebtedness.

SECTION 9.2               With Consent of Holders of Notes.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture and the Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, including the definitions herein; provided, however, that no such amendment or supplement shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)           reduce the principal amount of Notes issued hereunder whose Holders must consent to an amendment, supplement or waiver;

(2)           reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of such Notes issued hereunder (other than provisions relating to Sections 3.9, 4.10 and 4.14 except as set forth in clause (11) below);

(3)           reduce the rate of or change the time for payment of interest on any Note issued hereunder;

(4)           waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes issued hereunder (except a rescission of acceleration pursuant to the third paragraph under Section 6.2);

(5)           make any Note payable in money other than that stated in the Notes;

(6)           make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on such Notes issued hereunder or impair the right of any Holder of Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(7)           waive a redemption payment with respect to any Note issued hereunder (other than a payment required by Sections 3.9, 4.10 and 4.14 except as set forth in clause (11) below);

(8)           make any change in the ranking or priority in right of payment of any Note that would adversely affect the Holders of such Notes;

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(9)           modify or change any provision of this Indenture or the related definitions affecting the subordination of the Guarantees in a manner that adversely affects the Holders of the Notes;

(10)         modify the Guarantees in any manner adverse to the Holders of the Notes;

(11)         amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or

(12)         make any change in the preceding amendment and waiver provisions.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

SECTION 9.3               Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.4               Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note by notice to the Trustee or the Company received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be at least 30 days prior to the first solicitation of such consent.  If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for

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more than six months after such record date.  The Company shall inform the Trustee in writing of the fixed record date if applicable.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (12) of Section 9.2, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

SECTION 9.5               Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver, the text of which shall be provided by the Company, on any Note thereafter authenticated.  The Company, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6               Trustee To Sign Amendments, Etc.

The Trustee, the Paying Agent and the Registrar shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee, the Paying Agent and the Registrar.  The Company and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it.  In signing or refusing to sign any amendment or supplemental indenture the Trustee, the Paying Agent and the Registrar shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms.

ARTICLE X

NOTE GUARANTEES

SECTION 10.1             Guarantees.

(a)           Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that:  (i) the principal of and premium, if any, and interest and Additional Interest, if any, on the Notes shall be paid in full when due, whether at their Stated

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Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest and Additional Interest, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at their Stated Maturity, by acceleration or otherwise.  Each of the Guarantees shall be a guarantee of payment and not of collection.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Guarantee or as provided for in this Indenture.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

(d)If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned.  This paragraph (d) shall survive the termination of this Indenture.

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(e)Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

SECTION 10.2Execution and Delivery of Guarantee.

To evidence its Guarantee set forth in Section 10.1, each Guarantor agrees that a notation of such Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee.  Such notation of Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signature.  In case the officer, board member or director of such Guarantor who shall have signed such notation of Guarantee shall cease to be such officer, board member or director before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Guarantee had not ceased to be such officer, board member or director.

Each Guarantor agrees that its Guarantee set forth in Section 10.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee.  The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 10.3Severability.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.4Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result

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in the obligations of such Guarantor under its Guarantee constituting a fraudulent transfer or conveyance.

SECTION 10.5Guarantors May Consolidate, Etc., on Certain Terms.

(a)Except as otherwise provided in this Section 10.5(a), a Guarantor (other than Parent) may not, and the Company will not permit such Guarantor to, (1) consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1)(a) such Guarantor is the surviving Person or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”);

(2)the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3)immediately after such transaction, no Event of Default exists; and

(4)the transaction is made in compliance with Section 4.10 hereof, if applicable.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof.

Notwithstanding the foregoing, any Guarantor (other than Parent) (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets.

(b)Except as otherwise provided in this Section 10.5(b), Parent will not (1) consolidate or merge with or into another Person (whether or not Parent is the surviving

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corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless:

(1) (a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia (Parent or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Parent Guarantor”);

(2) the Successor Parent Guarantor (if other than Parent) assumes all the obligations of Parent under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and

(3) immediately after such transaction, no Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture and the Registration Rights Agreement to the Trustee and satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Parent, such successor Person shall succeed to and be substituted for the Parent with the same effect as if it had been named herein as a Guarantor.  All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof.

Notwithstanding the foregoing, Parent may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor.

SECTION 10.6Contribution.

In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding Guarantee shall be entitled to a contribution from all other Subsidiary Guarantors in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to any Notes or any other Subsidiary Guarantor’s obligations with respect to the Guarantee.  “Adjusted Net Assets” of such Subsidiary Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Subsidiary Guarantor exceeds the total amount of liabilities including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities

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incurred or assumed on such date and after giving effect to any collection from any other Subsidiary of the Subsidiary Guarantor in respect of the obligations of its Guarantee), but excluding liabilities under the Guarantee, of such Subsidiary Guarantor at such date and (y) the present fair salable value of the assets of such Subsidiary Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Subsidiary Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Subsidiary of the Company in respect of the obligations of such Subsidiary Guarantor under its Guarantee), excluding debt in respect of the Guarantee of such Subsidiary Guarantor, as they become absolute and matured.

SECTION 10.7Waiver of Subrogation.

Until all guaranteed obligations under this Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights.  If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of the Holders of the Notes, and shall forthwith be paid to the trustee for the benefit of such holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture,  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.7 is knowingly made in contemplation of such benefits.

SECTION 10.8Releases of Guarantees.

Any Subsidiary Guarantor shall be released and relieved of any obligations under this Guarantee in the event that:

(a)the sale, disposition or other transfer (including through merger or consolidation) of (x) Capital Stock of such Subsidiary Guarantor if after such sale, disposition or other transfer such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, provided that, in each case, such sale, disposition or other transfer is made in compliance with the provisions of this Indenture;

(b)the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture;

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(c)in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary or the repayment of all of the Indebtedness which resulted in the obligation to guarantee the Notes, other than as a result of payment under a guarantee of such Indebtedness; or

(d)such Subsidiary Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (which may be conditioned on the concurrent release hereunder), other than as a result of payment under a guarantee of such Indebtedness, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3), (6), (7), (8), (9), (10), (11), (16) or (18) of the second paragraph of Section 4.9 and (z) does not guarantee any Indebtedness of the Company or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee hereunder).

Upon delivery to the Trustee of a request for release of a Subsidiary Guarantor in accordance with the foregoing clause (a), (b), (c) or (d), accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the transaction as described in such clause was effected in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

In addition, the Guarantees will be automatically released if the Company exercises its legal defeasance option or its covenant defeasance election pursuant to Section 8.1 or its obligations under this Indenture are discharged in accordance with the terms of this Indenture.

Any Guarantor not released from its obligations under this Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

SECTION 10.9Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits.

ARTICLE XI

SUBORDINATION OF GUARANTEES

SECTION 11.1Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article XI, to the prior payment in full of all existing and future

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Designated Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness.  A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all other existing and future Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Designated Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein.  The Notes are not subordinated in right of payment to any Indebtedness.  All provisions of this Article XI shall be subject to Section 11.12.

SECTION 11.2Liquidation, Dissolution or Bankruptcy.

Upon any payment or distribution of the assets of any Guarantor upon a total or partial liquidation or dissolution or a reorganization of or similar proceeding relating to such Guarantor or its property:

(i)the holders of Designated Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of such Designated Senior Indebtedness in cash before Holders of the Notes shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Guarantees of the Notes; and

(ii)until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which holders of the Guarantees of the Notes would be entitled but for this Article XI of this Indenture shall be made to holders of such Designated Senior Indebtedness as their interests may appear, except that holders of the Guarantees of the Notes may receive Permitted Junior Securities.

SECTION 11.3Default on Designated Senior Indebtedness of a Guarantor.

No Guarantor shall make any payments on its Guarantee of the Notes or purchase, redeem or otherwise retire any Notes (collectively, “pay on the Guarantees of the Notes”) (except in the form of Permitted Junior Securities (other than Disqualified Stock)) if either of the following occurs (a “Guarantor Payment Default”);

(i)any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due; or

(ii)any other default on any Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Guarantors shall be entitled to pay on the Guarantees of the Notes, without regard to the foregoing, if the Guarantors and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

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During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay on its Guarantee of the Notes (except in the form of Permitted Junior Securities (other than Disqualified Stock)) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter.  The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (2) because the Non-Guarantor Payment Default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the first sentence of this Section 11.3 and Section 11.2 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default shall have occurred and be continuing, the Guarantors shall be entitled to resume paying on the Guarantees of the Notes after the termination of such Guarantee Payment Blockage Period.  The Guarantees shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Guarantor Payment Defaults with respect to Designated Senior Indebtedness during such period, provided, however, that in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Guarantor Payment Default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice with respect to any Designated Senior Indebtedness and that was the basis for the initiation of such Guarantee Blockage Notice shall be, or be made, the basis for a subsequent Guarantee Blockage Notice by the Representative of such Designated Senior Indebtedness unless such Non-Guarantor Payment Default has been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

SECTION 11.4Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article X hereof, the Company, such Guarantor or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand;

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provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article XI.  If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay on its Guarantee of the Notes until five Business Days after the Representatives of all such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay on its Guarantee of the Notes only if this Indenture otherwise permits payment at that time.

SECTION 11.5When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to Article XI of this Indenture, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated Senior Indebtedness of the Guarantors and pay it over to them as their interests may appear.

SECTION 11.6Subrogation.

After all Designated Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full in cash, holders of the Guarantees shall be subrogated (equally and ratably with all other Indebtedness ranking pari passu with the Guarantees of the Notes) to the rights of holders of such Designated Senior Indebtedness to receive distributions applicable to such Designated Senior Indebtedness.  A distribution made under this Article XI to holders of such Designated Senior Indebtedness that otherwise would have been made to holders of the Guarantees is not, as between the relevant Guarantor and holders of the Guarantees, a payment by such Guarantor on such Designated Senior Indebtedness.

SECTION 11.7Relative Rights.

This Article XI defines the relative rights of holders of the Guarantees and holders of Designated Senior Indebtedness of a Guarantor.  Nothing in this Indenture shall:

(i)impair, as between such Guarantor and holders of the Guarantees, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

(ii)prevent the Trustee or any holder of the Guarantees from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Designated Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to holders of the Guarantees and such other rights of such holders of Designated Senior Indebtedness as set forth herein; or

(iii)affect the relative rights of holders of the Guarantees and creditors of such Guarantor, other than the rights of holders of the Guarantees in relation to holders of Designated Senior Indebtedness.

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SECTION 11.8Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Designated Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

SECTION 11.9Rights of Trustee and Paying Agent.

Notwithstanding Article 11.3 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article XI.  A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Designated Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Designated Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Designated Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent shall be entitled to do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article XI with respect to any Designated Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XI shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof or any other Section of this Indenture.

SECTION 11.10Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Designated Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

SECTION 11.11Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article XI shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee.  Nothing in this Article XI shall have any effect on the right of the holders of the Guarantees or the Trustee to make a demand for payment on a Guarantor pursuant to Article X hereof.

SECTION 11.12Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article VIII or Article IX hereof shall not be subordinated to the prior payment of any Designated Senior Indebtedness of any Guarantor or subject to the

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restrictions set forth in this Article XI, and none of the holders of the Guarantees shall be obligated to pay over any such amount to such Guarantor or any holder of Designated Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article XI were not violated at the time the applicable amounts were deposited in trust pursuant to Article VIII or Article IX hereof, as the case may be.

SECTION 11.13Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article XI, the Trustee and the holders of the Guarantees shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 11.2 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the holders of the Guarantees or (c) upon the Representatives of Designated Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XI.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XI, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XI, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.1 and 7.2 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XI.

SECTION 11.14Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article XI and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the holders of the Guarantees and the holders of Designated Senior Indebtedness of a Guarantor as provided in this Article XI and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 11.15Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to holders of the Guarantees or such Guarantor or any other Person, money or assets to which any holders of Designated Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article XI or otherwise.

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SECTION 11.16Reliance by Holders of Designated Senior Designated Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated Senior Indebtedness of a Guarantor, whether such Designated Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated Senior Indebtedness and such holder of such Designated Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Designated Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of the Guarantees, without incurring responsibility to the Trustee or the holders of the Guarantees and without impairing or releasing the subordination provided in this Article XI or the obligations hereunder of the holders of the Guarantees to the holders of the Designated Senior Indebtedness of such Guarantor, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Designated Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Designated Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Designated Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 12.2Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to the Company:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

With a copy to:

Winston & Strawn LLP
35 W. Wacker Drive
Chicago, Illinois 60601
Facsimile:  312-558-5700
Attention:  Steven J. Gavin

If to the Trustee:

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C

St. Paul MN 55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services](1)

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next Business Day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.

(1)Trustee to confirm.

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If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.3Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.4Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than the initial issuance of the Notes), the Company shall furnish to the Trustee upon request:

(a)an Officers’ Certificate (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied.

SECTION 12.5Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.6Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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SECTION 12.7No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator, stockholder, unitholder or member of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, as such (and not as Guarantor), will have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the Commission that such waiver is against public policy.

SECTION 12.8Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.

SECTION 12.9No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10Successors.

All agreements of the Company and the Guarantors in this Indenture and the Notes and the Guarantees, as applicable, shall bind their respective successors and assigns.  All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 12.11Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 12.13Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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SECTION 12.14Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 12.14.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(e)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

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[Signatures on following page]

127

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
WINDY CITY INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
NUVEEN ASSET MANAGEMENT, LLC
NUVEEN HYDEPARK GROUP, LLC
NUVEEN INVESTMENT SOLUTIONS, INC.
NUVEEN INVESTMENTS ADVISERS INC.
TRADEWINDS GLOBAL INVESTORS, LLC
NWQ INVESTMENT MANAGEMENT COMPANY, LLC
NUVEEN NWQ HOLDINGS, LLC
NUVEEN TRADEWINDS HOLDINGS, LLC
NUVEEN WCM HOLDINGS, LLC
NUVEEN FUND ADVISORS, INC.
SYMPHONY ASSET MANAGEMENT LLC
NUVEEN INVESTMENTS HOLDINGS, INC.
SANTA BARBARA ASSET MANAGEMENT, LLC
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP, LLC
RITTENHOUSE ASSET MANAGEMENT, INC.
WINSLOW CAPITAL MANAGEMENT, LLC
NUVEEN COMMODITIES ASSET MANAGEMENT, LLC
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Secretary

S-2

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title: Vice President

S-3

EXHIBIT A

FORM OF NOTE
(Face of 9½% Senior Note due 2020)

[Global Note Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OR PURCHASES OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Notes Legend]

THE NOTE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)

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IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

[Regulation S Global Note Legend]

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

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NUVEEN INVESTMENTS, INC.

9½% Senior Notes due 2020

No.	$
	CUSIP NO.
	ISIN NO.

Nuveen Investments, Inc. (the “Company”) promises to pay to Cede & Co. or registered assigns, the principal sum of             ($       ) on October 15, 2020.

Interest Payment Dates:  April 15 and October 15, beginning April 15, 2013(2)

Record Dates:  April 1 and October 1

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

(2)  With respect to the Notes issued on the Issue Date

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Dated:
	NUVEEN INVESTMENTS, INC.
	By:
		Name:
		Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

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(Back of 9½% Senior Note)
9½% Senior Notes due 2020

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.  Nuveen Investments, Inc., a Delaware corporation (the “Company,” which includes any successor entity) promises to pay interest on the principal amount of this 9½% Senior Note due 2020 (a “Note”) as follows:

Interest on the Notes will accrue at the rate of 9.500% per annum and be payable in cash.

The Company will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on April 15 and October 15, commencing on April 15, 2013(3) or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from September 19, 2012; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after September 19, 2012), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication.  The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period) to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2)Method of Payment.

The Company will pay cash interest on the Notes on the applicable Interest Payment Date to the Persons who are registered Holders of Notes at the close of business on the April 1 and October 1 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, premium, if any, and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of

(3)  With respect to Notes issued on the Issue Date

A-4

immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided, at least three Business Days prior to the applicable payment date, written wire transfer instructions to the Company and the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)Paying Agent and Registrar.  Initially, the Trustee shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Restricted Subsidiaries may act in any such capacity, except that for the purposes of Articles Three and Eight and Sections 4.10 and 4.14 of the Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent.

(4)Indenture.  The Company issued the Notes under an Indenture, dated as of September 19, 2012 (the “Indenture”), by and among Nuveen Investments, Inc., the Guarantors, the Trustee and the Paying Agent and Registrar.  The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The Notes issued on the Issue Date are senior unsecured obligations of the Company limited to $645,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Notes is unconditionally guaranteed by the Guarantors.  Such guarantees are subordinated to Designated Senior Indebtedness of the Guarantors, as set forth in the Indenture.

(5)Optional Redemption.

(a)The Notes may be redeemed in whole or in part, at any time prior to October 15, 2016, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 15, 2016, upon not less than 30 nor more than 60 days’

A-5

notice, at the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2016	104.750	%
2017	102.375	%
2018 and thereafter	100.000	%

(c)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to October 15, 2015, the Company may on one or more occasions, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 109.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent and its Affiliates) and that any such redemption occurs within 90 days following the closing of any such Equity Offering.

(6)Mandatory Redemption.  The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase.  Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b)Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes.

(c)Holders of the Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

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(8)Notice of Redemption.  Notice of redemption shall be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in minimum denominations of $2,000 and integral multiples of $1,000 thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest will cease to accrue on the Notes or portions hereof called for redemption.

(9)Successor Entity.  When a successor entity assumes, in accordance with the Indenture, all of the obligations of its predecessor under the Notes and Indenture, and immediately before and after such transaction, no Event of Default Exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations.

(10)Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 thereof.  The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(11)Persons Deemed Owners.  The registered holder of a Note may be treated as its owner for all purposes.

(12)Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.  Without the consent of any Holders, the Company, the Guarantors and the Trustee, at any time and from time to time, may amend or supplement the Indenture to, among other things, cure any ambiguity, mistake, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption by a successor company of the Company’s or such Guarantor’s obligations under the Indenture, the Notes or any Guarantee in accordance with the provisions of the Indenture; or to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder.

(13)Defaults and Remedies. If a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, all outstanding Notes will become due and payable without further

A-7

action or notice.  Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

(14)Trustee Dealings with the Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company, the Guarantors or their respective Affiliates, and may otherwise deal with the Company, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(15)Restrictive Covenants.  The Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted Subsidiaries of the Company, to consolidate, merge or sell all or substantially all of its assets or to engage in transactions with affiliates.  The limitations are subject to a number of important qualifications and exceptions.  The Company must annually report to the Trustee on compliance with such limitations and other provisions in the Indenture.

(16)No Recourse Against Others.  No director, officer, employee, stockholder, unitholder, member, general or limited partner or incorporator, past, present or future, of the Company, any of its Subsidiaries or any of its direct or indirect parent companies as such or in such capacity, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Guarantee, the Indenture or any claim based on, in respect of or by reason of, such obligation or their creation, by reason of his, her or its status as such director, officer, employee, stockholder, unitholder, member, general or limited partner or incorporator.

(17)Authentication.  This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent.

(18)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TENENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(19)CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(20)Registration Rights.  The Company has entered into a registration rights agreement in connection with the issuance of the Initial Notes and may enter into similar agreements in connection with any issuance of Additional Notes.

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(21)Governing Law.  This Note will be governed by, and construed in accordance with, the laws of the State of New York.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

oSection 4.10oSection 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:  $

Date:
	Your Signature
		(Sign exactly as your name appears on the Note)

Tax Identification No.:
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OF TRANSFER RESTRICTED NOTES

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN  55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services]

Re:  CUSIP #

Reference is hereby made to that certain Indenture dated September 19, 2012 (the “Indenture”) by and among Nuveen Investments, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $[                  ] principal amount of Notes held in (check applicable space)              book-entry or              definitive form by the undersigned.

The undersigned                        (transferor) (check one box below):

ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;

ohereby requests the Trustee to exchange a Note or Notes to                      (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the date of issuance of such Notes, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)o(1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or

(2)oinside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is

A-12

being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

(3)ooutside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder; or

(4)oto an Institutional Accredited Investor in a transaction exempt from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

		Signature
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:	NOTICE: To be executed by an executive officer

A-13

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Note for other Notes have been made:

Date of Exchange Amount of 
Decrease in 
Principal 
Amount of this 
Global Note Amount of 
Increase in 
Principal 
Amount of this 
Global Note Principal 
Amount of this 
Global Note 
Following such 
Decrease (or 
Increase) Signature of 
Authorized 
Officer of 
Trustee of Note 
Custodian

A-14

EXHIBIT B

FORM OF NOTATION OF GUARANTEE

The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of September 19, 2012 (as amended and supplemented from time to time, the “Indenture”), by and among Nuveen Investments, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto, the Trustee and the Registrar and Paying Agent, have guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 9½% Senior Notes due 2020 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

No stockholder, employee, officer, director, unitholder, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director, unitholder, member or incorporator.

This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Guarantee of payment and not of collection.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.  The obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

This Guarantee is subordinated to Designated Senior Indebtedness as set forth in Article XI of the Indenture.

B-1

THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of
	WINDY CITY INVESTMENTS, INC.
	By:
		Name:
		Title:
	NWQ INVESTMENT MANAGEMENT COMPANY, LLC
	By:
		Name:
		Title:
	NUVEEN NWQ HOLDINGS, LLC
	By:
		Name:
		Title:
	TRADEWINDS GLOBAL INVESTORS, LLC
	By:
		Name:
		Title:

B-2

NUVEEN TRADEWINDS HOLDINGS, LLC
By:
	Name:
	Title:
SYMPHONY ASSET MANAGEMENT LLC
By:
	Name:
	Title:
NUVEEN INVESTMENTS HOLDINGS, INC.
By:
	Name:
	Title:
NUVEEN FUND ADVISORS, INC.
By:
	Name:
	Title:
NUVEEN ASSET MANAGEMENT, LLC
By:
	Name:
	Title:
SANTA BARBARA ASSET MANAGEMENT, LLC
By:
	Name:
	Title:

B-3

WINSLOW CAPITAL MANAGEMENT, LLC
By:
	Name:
	Title:
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC
By:
	Name:
	Title:
NUVEEN HYDE PARK GROUP, LLC
By:
	Name:
	Title:
RITTENHOUSE ASSET MANAGEMENT, INC.
By:
	Name:
	Title:
NUVEEN INVESTMENT SOLUTIONS, INC.
By:
	Name:
	Title:
NUVEEN INVESTMENTS ADVISERS INC.
By:
	Name:
	Title:

B-4

NUVEEN WCM HOLDINGS, LLC
By:
	Name:
	Title:

B-5

EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association

60 Livingston Avenue, EP-MN-WS3C

St. Paul MN  55107-1419

Facsimile:  651-495-8097

Attention:  Corporate Trust Services]

Re:  Nuveen Investments, Inc. (the “Company”) 9½% Senior Notes due 2020 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[                 ] aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

		Very truly yours,
		[Name of Transferor]
By:
	Authorized Signature

C-1

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S]

Nuveen Investments Inc.
333 West Wacker Drive
Chicago, Illinois  60606
Facsimile:  (312) 917-7700
Attention:  Chief Financial Officer

[U.S. Bank National Association
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN  55107-1419
Facsimile:  651-495-8097
Attention:  Corporate Trust Services]

Re:  Nuveen Investments, Inc. (the “Company”) 9½% Senior Notes due 2020 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[              ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)           the offer of the Notes was not made to a person in the United States;

(2)           either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)           no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.

The Company and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

D-1

EX-4.6

Exhibit 4.6

EXECUTION VERSION

Nuveen Investments, Inc.

9½% Senior Notes due 2020

guaranteed as to the
payment of principal, premium,
if any, and interest by

The Guarantors signatory hereto

Exchange and Registration Rights Agreement

September 19, 2012

Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

  As representatives of the several Purchasers
  named in Schedule A to the Purchase Agreement
c/o Deutsche Bank Securities Inc.

60 Wall Street
New York, New York  10005

Ladies and Gentlemen:

This Exchange and Registration Rights Agreement (this “Agreement”) is dated as of September 19, 2012, among Nuveen Investments, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several initial purchasers (the “Purchasers”) named in the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 12, 2012 (the “Purchase Agreement”), by and among the Issuer and the Purchasers, which provides for, among other things, the sale by the Issuer to the Purchasers of $645,000,000 aggregate principal amount of the Issuer’s 9½% Senior Notes due 2020 (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 the Issuer, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity, the “Trustee”).  Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture.  References

to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantee.  In order to induce the Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement is a condition to the Purchasers’ obligations under the Purchase Agreement.  As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.Certain Definitions.

For purposes of this Agreement, the following terms shall have the following respective meanings:

“Additional Interest” shall have the meaning assigned thereto in Section 2(c).

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“EDGAR System” means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 4(d)(ii) or Section 4(d)(iii) and the instructions set forth in the Notice and Questionnaire.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a).

“Exchange Registration” shall have the meaning assigned thereto in Section 4(c).

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a).

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a).

“Guarantor” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Material Adverse Effect” shall have the meaning set forth in Section 6(c).

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto with such changes as the Issuer may reasonably determine.

The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security upon the earliest to occur of the following:  (i) the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 90-day period referred to in Section 2(a)); (ii) a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuer or pursuant to the Indenture; or (iv) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c).

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“Registration Default Period” shall have the meaning assigned thereto in Section 2(c).

“Registration Expenses” shall have the meaning assigned thereto in Section 5.

“Resale Period” shall have the meaning assigned thereto in Section 2(a).

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Issuer.

“Rule 144,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430B” and “Rule 433” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor provision), as the same may be amended or succeeded from time to time.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b).

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

2.Registration Under the Securities Act.

(a)Except as set forth in Section 2(b) below, the Issuer agrees to file under the Securities Act, to the extent not prohibited by any applicable law or applicable interpretations of the Commission, no later than 18 months after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuer and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively

4

(and are entitled to the benefits of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer or provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”).  The Issuer agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act no later than 21 months after the Closing Date (or 2 years after the Closing Date if the Exchange Registration Statement is subject to review by the Commission).  The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act.  Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.  The Exchange Offer will be deemed to have been “completed” only if (i) the debt securities and related guarantee to be received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities will be, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of such jurisdictions of the United States as are necessary to consummate the Exchange Offer and (ii) the Issuer shall have exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer.  The Issuer shall keep the Exchange Offer open until a date that is at least 30 Business Days following the commencement of the Exchange Offer.  The Issuer agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities.

(b)If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not within 21 months following the Closing Date (or two years if the Exchange Registration Statement is subject to review by the Commission) and the Exchange Offer has not been completed within 30 Business Days of such Effective Time or (iii) any holder of Registrable Securities notifies the Issuer prior to the 20th Business Day following the completion of the Exchange offer that:  (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, then the Issuer and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under

5

the Securities Act no later than 30 days after the time such obligation to file arises (but no earlier than 180 days after the Closing Date), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”).  The Issuer agrees to use all commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement filing obligation arises (or 180 days if the Shelf Registration Statement is subject to review by the Commission, but no earlier than 270 days, or 360 days, as applicable, after the date of the Indenture); provided that if at any time the Issuer is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Issuer and the Guarantors shall file the Exchange Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405.  The Issuer agrees to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Closing Date or such time as there are no longer any Registrable Securities outstanding.  No holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities or be entitled to receive Additional Interest for a failure with respect to a Shelf Registration Statement pursuant to Section 2(c) below unless such holder is an Electing Holder.  The Issuer agrees, after the Effective Time of the Shelf Registration Statement and as soon as reasonably practicable following the request of any holder of Registrable Securities, which delivers a completed Notice and Questionnaire and is not then an Electing Holder, to use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this clause shall require the Issuer to take any such action with respect to any such holders more than once per quarter.

Notwithstanding the foregoing, the Issuer may suspend the offering and sale under the Shelf Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines necessary if (A) the Board of Directors determines (i) there are valid business reasons for doing so (until such business reasons cease to exist), including, without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, or (ii) if the Shelf Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Electing Holders within five days after the Board of Directors makes the relevant determination set forth in clause (A); provided that the period of suspension under clause (A)(ii) above shall not exceed 120 days in each year during which the Shelf Registration Statement is required to be effective.  In addition, the Issuer may suspend the offering and sale under the Shelf Registration Statement if such Shelf Registration Statement was required to be filed due to a failure to consummate the Exchange Offer within the required time period if such suspension occurs following the consummation of the Exchange Offer.

6

(c)In the event that (i) the Issuer and the Guarantors have not filed the Exchange Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) is filed and declared effective but shall thereafter either be withdrawn by the Issuer or shall become subject to an effective stop order issued pursuant to Section 9(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 10(b), the interest rate borne by the Registrable Securities during the Registration Default Period shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of the Registration Default, which rate will increase by 0.25% per annum after each 90-day period that such Registration Default Period continues, provided that the maximum aggregate amount of Additional Interest will in no event exceed 1.00% per annum.  Upon (1) the filing of the Exchange Registration Statement (in the case of clause (i) above), (2) the effectiveness of the Exchange Registration Statement or the effectiveness of a Shelf Registration Statement (in the case of clause (ii) above) or (3) the consummation of the Exchange Offer (in the case of clause (iii) above) or (4) the additional Exchange Registration Statement or Shelf Registration Statement, as the case may be, being filed and declared effective (in the case of clause (iv) above), the interest rate borne by the Registrable Securities will be reduced to the original interest rate if we are otherwise in compliance with this paragraph; provided, further, that if, after any such reduction in interest rate, a different event specified in clause (i), (ii), (iii) or (iv) above occurs, the interest rate will again be increased pursuant to the foregoing provisions.  Additional Interest shall accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time.  The accrual of Additional Interest shall be the exclusive monetary remedy available to the holders of Registrable Securities for any Registration Default.

(d)Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

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3.[RESERVED]

4.Registration Procedures.

If the Issuer and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)At or before the Effective Time of the Exchange Registration Statement or the Shelf Registration Statement, as the case may be, the Issuer shall qualify the Indenture under the Trust Indenture Act.

(b)In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c)In connection with the Issuer’s and the Guarantors’ obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Issuer and the Guarantors shall:

(i)prepare and file with the Commission, no later than 18 months after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Issuer and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use all commercially reasonable efforts to cause such Exchange Registration Statement to become effective no later than 21 months after the Closing Date (or two years if the Exchange Registration Statement is subject to review by the Commission);

(ii)as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Registration Statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or

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securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, in each case, that relate to any information provided by an Electing Holder, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening (in writing) of any proceeding for such purpose or (E) if at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(iv)in the event that the Issuer and the Guarantors would be required, pursuant to Section 4(c)(iii)(E), to notify any broker-dealers holding Exchange Securities, promptly prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(v)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the state securities laws or blue sky laws of such U.S. jurisdictions as a participating holder of Registrable Securities reasonably requests in writing, to the extent required by such laws, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Issuer nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 4(c)(vi), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its

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certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

(vii)provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(viii)comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Exchange Registration Statement, an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder).

(d)In connection with the Issuer’s and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Issuer and the Guarantors shall:

(i)prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Issuer and which shall register all of the Registrable Securities (or in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iii), the Registrable Securities that are requiring such registration) for resale by the holders thereof in accordance with such method or methods of disposition as may be specified in the applicable Notice and Questionnaire, by the holders of Registrable Securities as, from time to time, may be Electing Holders and use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b);

(ii)distribute through the facilities of the Depository Trust Company (“DTC”) the Notice and Questionnaire to the holders of Registrable Securities (A) not less than 30 days prior to the anticipated Effective Time of the Shelf Registration Statement or (B) in the case of an “automatic shelf registration statement” (as defined in Rule 405), distribute through DTC the Notice and Questionnaire to the holders of Registrable Securities not later than the Effective Time of such Shelf Registration Statement, and in any such case no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless and until such holder has returned a completed and signed Notice and Questionnaire to the Issuer;

(iii)after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuer shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuer;

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(iv)as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s EDGAR System.  Notwithstanding the foregoing, the Issuer may suspend the offering and sale under the Shelf Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines necessary if (A) the Board of Directors determines (i) there are valid business reasons for doing so (until such business reasons cease to exist), including, without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, or (ii) if the Shelf Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Electing Holders within five days after the Board of Directors makes the relevant determination set forth in clause (A); provided that the period of suspension under clause (A)(ii) above shall not exceed 120 days in each year during which the Shelf Registration Statement is required to be effective.  In addition, the Issuer may suspend the offering and sale under the Shelf Registration Statement if such Shelf Registration Statement was required to be filed due to a failure to consummate the Exchange Offer within the required time period if such suspension occurs following the consummation of the Exchange Offer;

(v)comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)[Reserved];

(vii)for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make reasonably available at reasonable times at the Issuer’s principal place of business or such other reasonable place for inspection by a representative of, and not more than one counsel acting for the Electing Holders that has been appointed by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding and any underwriter participating in the distribution of the Registrable Securities being sold such relevant financial and other pertinent information and books and records of the Issuer, and (A) cause the officers and employees of the Issuer and (B) use commercially reasonable efforts to cause counsel and independent certified public accountants of the Issuer, to respond to such inquiries, as shall be reasonably necessary (and in the case of coun

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sel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of their counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Issuer as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise, other than as a result of a breach of this or any other obligation of confidentiality to the Issuer known to such party), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuer prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(viii)promptly notify each of the Electing Holders and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) the occurrence of any event that causes the Issuer to become an “ineligible issuer” as defined in Rule 405, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

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(ix)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(x)if requested by a managing underwriter or a majority of the Electing Holders or their counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or a majority of the Electing Holders specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such managing underwriter or a majority of the Electing Holders, the name and description of such Electing Holders, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holders; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)furnish to each Electing Holder and the counsel referred to in Section 4(d)(vii) such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act to the extent such documents are not available through the Commission’s EDGAR System, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the Issuer hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Issuer, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii)use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such U.S. jurisdictions as any Electing Holder shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other

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actions as may be reasonably necessary or advisable to enable each such Electing Holder to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Issuer nor any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 4(d)(xii), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;

(xiii)unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be printed, penned, lithographed, engraved or otherwise produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;

(xiv)provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xv)notify in writing each holder of Registrable Securities of any proposal by the Issuer to amend or waive any provision of this Agreement pursuant to Section 10(h) and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xvi)comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its securityholders no later than eighteen months after the Effective Time of such Shelf Registration Statement an earnings statement of the Issuer and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuer, Rule 158 thereunder).

(e)In the event that the Issuer would be required, pursuant to Section 4(d)(viii)(F), to notify the Electing Holders, the Issuer shall promptly prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.  Each Electing Holder agrees that upon receipt of any notice from the Issuer pursuant to Section 4(d)(viii)(F), such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the

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Issuer, such Electing Holder shall deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f)In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice and Questionnaire, the Issuer may require such Electing Holder to furnish to the Issuer such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act.  Each such Electing Holder agrees to notify the Issuer as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Issuer or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and promptly to furnish to the Issuer any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

(g)Until the expiration of one year after the Closing Date, the Issuer will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the registration requirements, under the Securities Act.

(h)As a condition to its participation in the Exchange Offer, each holder of Registrable Securities shall furnish, upon the request of the Issuer, a written representation to the Issuer (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the Exchange Registration Statement) to the effect that (A) it is not an “affiliate” of the Issuer, as defined in Rule 405 of the Securities Act, or if it is such an “affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a broker-dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Issuer or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E) if it is a broker-dealer, that it did not purchase

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the Securities to be exchanged in the Exchange Offer from the Issuer or any of its affiliates, and (F) it is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (E).

5.Registration Expenses.

The Issuer agrees to bear and to pay or cause to be paid promptly all expenses incident to the Issuer’s performance of or compliance with this Agreement, unless otherwise provided in the Purchase Agreement, including (a) all Commission and any Financial Industry Regulatory Authority registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the Eligible Holders in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 4(d)(xii) and determination of their eligibility for investment under the laws of such jurisdictions as the Electing Holders may reasonably designate, including any reasonable fees and disbursements of counsel for the Electing Holders in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Issuer’s officers and employees performing legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified public accountants of the Issuer, (h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuer), (i) any fees charged by securities rating services for rating the Securities, and (j) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuer in connection with such registration (collectively, the “Registration Expenses”).  To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities, the Issuer shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor.  Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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6.Indemnification and Contribution.

(a)Indemnification by the Issuer and the Guarantors.  The Issuer and each Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Securities, Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

(b)Indemnification by the Holders.  Each holder of Securities, Registrable Securities or Exchange Securities, as applicable, severally and not jointly, will (i) indemnify and hold harmless the Issuer, each Guarantor and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such holder expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder’s Registrable Securities pursuant to such registration.

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(c)Notices of Claims, Etc.  Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify as promptly as reasonably practicable such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b).  In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, subject to the following sentence.  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless (i) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to the indemnifying party such that counsel for such indemnified party has reasonably concluded that a conflict of interest would arise or (ii) the named parties in any such proceeding (including any impleaded parties) included both the indemnifying person and the indemnified person and representation of both parties by the same counsel would be inappropriate due to actual or potential different interests between them, in either of which cases, the indemnifying party shall pay the reasonable fees and expenses of one counsel retained by the indemnified party (or indemnified parties, if they are party to the same actions or if their claims arise out of the same general allegations or circumstances).  No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)Contribution.  If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified

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party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Securities, Registrable Securities or Exchange Securities, as applicable (after deducting any fees, discounts and commissions applicable thereto), exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The holders’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them and not joint.

(e)The obligations of the Issuer and each Guarantor under this Section 6 shall be in addition to any liability which the Issuer or each Guarantor may otherwise have and each officer, director and partner of each holder and each person, if any, who controls any holder within the meaning of the Securities Act shall have the same right to indemnification and contribution as the holder itself; and the obligations of the holders contemplated by this Section 6 shall be in addition to any liability which the respective holder may otherwise have and each officer and director of the Issuer or any Guarantor (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuer or any of the Guarantor) and each person, if any, who controls the Issuer within the meaning of the Securities Act shall have the same rights to indemnification and contribution as the Issuer or Guarantors themselves.

7.Underwritten Offerings.

Each holder of Registrable Securities hereby agrees with the Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Issuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities,

19

underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.  Notwithstanding the foregoing, the Issuer shall not be required to effect more than one underwritten offering under this Section 7 and any underwritten offering must include Notes in an aggregate principal amount of at least $75.0 million.

8.Rule 144.

The Issuer covenants to the holders of Registrable Securities that (i) it will comply with Section 4.3 of the Indenture and (ii) to the extent it shall be required to do so under the Exchange Act, the Issuer will use its reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.  Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuer shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.Miscellaneous.

(a)No Inconsistent Agreements.  The Issuer represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

(b)Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if the Issuer fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuer under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)Notices.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing (including emails) and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile, by courier or electronic mail, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows:  If to the Issuer, to it at Nuveen Investments, Inc., 333 W. Wacker Drive, Chicago, Illinois 60606, attention of John L. MacCarthy, Esq., with a copy to Madison Dearborn Partners LLC at Three First National Plaza, Chicago, Illinois 60602, attention of Mark B, Tresnowski, Esq. and Winston & Strawn LLP at 35 W. Wacker Drive, Chicago, Illinois 60601, attention of Steven Gavin, Esq., and if to a holder, to the address of such holder set forth in the security register or other records of the Issuer, or to such other address as the Issuer or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

20

(d)Parties in Interest.  All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders.  In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement.  If the Issuer shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)Headings.  The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(h)Entire Agreement; Amendments.  This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter.  This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter.  This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuer and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding.  Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)Counterparts.  This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(j)Severability.  If any provision of this Agreement, or the application thereof in any circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the validity,

21

legality and enforceability of such provision in every other respect and of the remaining provisions contained in this Agreement shall not be affected or impaired thereby.

22

If the foregoing is in accordance with your understanding, please sign and return to us one for the Issuer and the Guarantors and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Issuer.  It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuer for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President,
		Secretary and General Counsel
WINDY CITY INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President, Secretary
		and General Counsel

23

NUVEEN ASSET MANAGEMENT, LLC
NUVEEN HYDEPARK GROUP, LLC
NUVEEN INVESTMENT SOLUTIONS, INC.
NUVEEN INVESTMENTS ADVISERS INC.
TRADEWINDS GLOBAL INVESTORS, LLC
NWQ INVESTMENT MANAGEMENT COMPANY, LLC
NUVEEN NWQ HOLDINGS, LLC
NUVEEN TRADEWINDS HOLDINGS, LLC
NUVEEN WCM HOLDINGS, LLC
NUVEEN FUND ADVISORS, INC.
SYMPHONY ASSET MANAGEMENT LLC
NUVEEN INVESTMENTS HOLDINGS, INC.
SANTA BARBARA ASSET MANAGEMENT, LLC
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP, LLC
RITTENHOUSE ASSET MANAGEMENT, INC.
WINSLOW CAPITAL MANAGEMENT, LLC
NUVEEN COMMODITIES ASSET MANAGEMENT, LLC
By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Secretary

24

CONFIRMED AND ACCEPTED,
as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	DEUTSCHE BANK SECURITIES INC.
By:	/s/ Christopher Dorsett
	Authorized Signatory
By:	/s/ Chase Arnold
	Authorized Signatory
By:	MERRILL LYNCH, PIERCE, FENNER & SMITH
	INCORPORATED
By:	/s/ Russ Bunting
	Authorized Signatory

For themselves and as Representatives of the other Initial Purchasers named in Schedule A of the Purchase Agreement.

Exhibit A

NUVEEN INVESTMENTS, INC.

INSTRUCTION TO DTC PARTICIPANTS

[Date]

URGENT — IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE:  [          ]*

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Nuveen Investments, Inc. (the “Issuer”) 9½% Senior Notes due 2020 (the “Securities”) are held.

The Issuer is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [          ].  Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Nuveen Investments, Inc., [Address and Telephone Number of Issuer].

*Not less than 28 calendar days from date of mailing.

A-1

NUVEEN INVESTMENTS, INC.

Notice of Registration Statement
and
Selling Securityholder Questionnaire

[          ]

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between Nuveen Investments, Inc. (the “Issuer”) and the Purchasers named therein.  Pursuant to the Exchange and Registration Rights Agreement, the Issuer has filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuer’s 9½% Senior Notes due 2020 (the “Securities”).  A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at www.sec.gov.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Issuer’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuer, its officers who sign any Shelf Registration Statement, and each person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuer and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)(a)Full legal name of Selling Securityholder:

(b)Full legal name of registered Holder (if not the same as in (a) above) of Registrable Securities listed in Item (3) below:

(c)Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:

(2)Address for notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

E-mail for Contact Person:

(3)Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a)Principal amount of Registrable Securities beneficially owned:
CUSIP No(s). of such Registrable Securities:

(b)Principal amount of Securities other than Registrable Securities beneficially owned:

CUSIP No(s). of such other Securities:

(c)Principal amount of Registrable Securities that the undersigned wishes to be included in the Shelf Registration Statement:

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:

A-4

(4)Beneficial Ownership of Other Securities of the Issuer:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuer, other than the Securities listed above in Item (3).

State any exceptions here:

(5)Individuals who exercise dispositive powers with respect to the Securities:

If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities.  Selling Securityholders should disclose the beneficial holders, not nominee holders or other such others of record.  In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or dispositive powers with respect to the Securities.

(a)Is the holder a Reporting Company?

Yes oNo o

If “No,” please answer Item (5)(b).

(b)List below the individual or individuals who exercise dispositive powers with respect to the Securities:

Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus.

(6)Relationships with the Issuer:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer (or its predecessors or affiliates) during the past three years.

A-5

State any exceptions here:

(7)Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder.  Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume.  The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

Note:  In no event may such method(s) of distribution take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Issuer.

(8)Broker-Dealers:

The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement.  In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities.

A-6

(a)State whether the undersigned Selling Securityholder is a registered broker-dealer:

Yes oNo o

(b)If the answer to (a) is “Yes,” you must answer (i) and (ii) below, and (iii) below if applicable.  Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus.

(i)Were the Securities acquired as compensation for underwriting activities?

Yes oNo o

If you answered “Yes,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:

(ii)Were the Securities acquired for investment purposes?

Yes oNo o

(iii)If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:

(c)State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):

Yes oNo o

(d)If you answered “Yes” to question (c) above:

(i)Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business?

Yes oNo o

A-7

If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities:

(ii)At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities?

Yes oNo o

If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

(9)Hedging and short sales:

(a)State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Registrable Securities:

Yes oNo o

If “Yes,” provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place:

(b)Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling:

“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective.  One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date.  The issuer was advised that the short sale could not be made before the registration statement becomes effective,

A-8

because the shares underlying the short sale are deemed to be sold at the time such sale is made.  There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be deemed to be aware of the foregoing interpretation.

*****

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly Regulation M (or any successor rule or regulation).

The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration Rights Agreement to indemnify and hold harmless the Issuer and certain other persons as set forth in the Exchange and Registration Rights Agreement.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Issuer, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will be relied upon by the Issuer in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect and to provide such additional information that the Issuer may reasonably request regarding such Selling Securityholder and the intended method of distribution of Registrable Securities in order to comply with the Securities Act.  Except as otherwise provided in the Exchange and Registration Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)To the Issuer:

A-9

(ii)With a copy to:

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuer’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuer and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above.  This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

A-10

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:
	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
	By:
		Name:
		Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [          ] TO THE ISSUER’S COUNSEL AT:

A-11

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank National Association
c/o U.S. Bank National Association
Corporate Trust Services
60 Livingston Avenue, EP-MN-WS3C
St. Paul MN, 55107-1419

Attention:  Trust Officer

Re:Nuveen Investments, Inc. (the “Issuer”)
9½% Senior Notes due 2020

Dear Sirs:

Please be advised that                                            has transferred $                     aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [      ] (File No. 333-          ) filed by the Issuer.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [          ] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
(Name)
By:
	(Authorized Signature)

B-1

EX-5.1

Exhibit 5.1

March 13, 2014

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

Re:Registration Statement on Form S-4 of Nuveen Investments, Inc. and the Subsidiary Guarantors (as defined below)

Ladies and Gentlemen:

We have acted as special counsel to Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the Company’s subsidiaries listed on Schedule I (collectively, the “Subsidiary Guarantors”), in connection with the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) relating to the Company’s offer of (i) $500,000,000 aggregate principal amount of its 9.125% Senior Notes due 2017 (the “New 2017 Notes”) and $645,000,000 aggregate principal amount of its 9.5% Senior Notes due 2020 (the “New 2020 Notes” and together with the New 2017 Notes, the “New Notes”), which New Notes are to be registered under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) the guarantees of the New Notes by the Subsidiary Guarantors (the “New Guarantees” and together with the New Notes, the “New Securities”) for the Old Notes, as described below.

The New 2017 Notes are to be offered by the Company in exchange for $500,000,000 aggregate principal amount of its 9.125% Senior Notes due 2017 (the “Old 2017 Notes”) and the New 2020 Notes are to be offered by the Company in exchange for $645,000,000 aggregate principal amount of its 9.5% Senior Notes due 2020 (the “Old 2020 Notes” and together with the Old 2017 Notes, the “Old Notes”), which Old Notes were issued and sold in transactions exempt from registration under the Securities Act, all as more fully described in the Registration Statement. The New Guarantees are to be offered by the Subsidiary Guarantors in exchange for the guarantees of the Old Notes by the Subsidiary Guarantors (the “Old Guarantees” and, together with the Old Notes, the “Old Securities”), all as more fully described in the Registration Statement. The New Securities will be issued under those certain indentures dated as of September 19, 2012, among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (together the “Indentures”).

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the prospectus (the “Prospectus”) contained in the Registration Statement.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

WINSTON & STRAWN LLP

In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, in the form filed with the Commission and as amended through the date hereof; (ii) the certificates of incorporation and the certificates of formation, as applicable, of the Company and the Subsidiary Guarantors, as currently in effect; (iii) the by-laws and the operating agreements, as applicable, of the Company and the Subsidiary Guarantors, as currently in effect; (iv) execution copies of the Indentures; (v) the form of the New Securities; and (vi) resolutions adopted by the Board of Directors of the Company and Subsidiary Guarantors authorizing, among other things, the filing of the Registration Statement and the issuance and exchange of the New Securities for the Old Securities. We have also examined originals, or copies certified to our satisfaction, of such corporate records of the Company and other instruments, certificates of public officials and representatives of the Company and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that all parties to the documents reviewed by us are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, and have full power and authority to execute, deliver and perform under such documents, and all such documents have been duly authorized, executed and delivered by all parties thereto (other than the Company and the Subsidiary Guarantors) and are valid and legally binding against such parties (other than the Company and the Subsidiary Guarantors). As to certain facts material to this opinion letter, we have relied without independent verification upon oral and written statements and representations of officers and other representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that:

1. The issuances and exchanges of the New 2017 Notes for the Old 2017 Notes and the New 2020 Notes for the Old 2020 Notes, respectively, have been duly authorized by all requisite corporate action of the Company and the issuance of the New Guarantees have been duly authorized by all requisite corporate action of the Subsidiary Guarantors.

2. The New Notes will constitute valid and binding obligations of the Company, enforceable against the Company, and the New Guarantees will constitute valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors, respectively, in accordance with their terms and entitled to the benefits of the Indentures, except to the extent that the enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), shall have become effective under the Securities Act; (ii) the New Securities are duly executed

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and authenticated in accordance with the provisions of the Indentures; (iii) the New 2017 Notes shall have been issued and delivered in exchange for the Old 2017 Notes pursuant to the terms set forth in the Prospectus; (iv) the New 2020 shall have been issued and delivered in exchange for the Old 2020 Notes pursuant to the terms set forth in the Prospectus; and (v) the New Guarantees shall have been issued and delivered in exchange for the Old Guarantees pursuant to the terms set forth in the Prospectus.

The opinions expressed herein are based upon and limited to the laws of the State of New York, the laws of the State of California, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware (including the statutory provisions, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws) and the federal laws of the United States of America. We express no opinion herein as to any other laws, statutes, regulations or ordinances.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Winston & Strawn LLP

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Schedule I

Subsidiary Guarantors

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization
Windy City Investments, Inc.	Delaware
Nuveen Asset Management, LLC	Delaware
Nuveen Commodities Asset Management, LLC	Delaware
Nuveen Fund Advisors, LLC	Delaware
Nuveen Investments Advisers Inc.	Delaware
Nuveen Investments Holdings, Inc.	Delaware
Nuveen NWQ Holdings, LLC	Delaware
Nuveen Tradewinds Holdings, LLC	Delaware
Nuveen WCM Holdings, LLC	Delaware
NWQ Investment Management Company, LLC	Delaware
Santa Barbara Asset Management, LLC	Delaware
Symphony Asset Management LLC	California
Tradewinds Global Investors, LLC	Delaware
Winslow Capital Management, LLC	Delaware
Windy City Investments, Inc.	Delaware
Nuveen Asset Management, LLC	Delaware
Nuveen Commodities Asset Management, LLC	Delaware
Nuveen Fund Advisors, LLC	Delaware

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EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of

November 13, 2007,

As Amended and Restated as of September 19, 2012

Among

WINDY CITY INVESTMENTS, INC.,

as Holdings,

NUVEEN INVESTMENTS, INC.,

as the Borrower,

THE LENDERS PARTY HERETO,

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent,

DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as First-Lien Lead Arrangers and Bookrunners,

WELLS FARGO BANK, NATIONAL ASSOCIATION, as First-Lien Syndication Agent and as Second-Lien Syndication Agent,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as First-Lien Documentation Agents

DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS CAPITAL, JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Second-Lien Lead Arrangers and Bookrunners,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Second-Lien Documentation Agents

With respect to the Additional Extended First-Lien Term Loans and Revolving Credit Commitments provided under the Third Restatement Agreement:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MORGAN STANLEY SENIOR FUNDING, INC., UBS SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., RBC CAPITAL MARKETS and BMO CAPITAL MARKETS
as First-Lien Lead Arrangers and Bookrunners

Table of Contents

		Page
ARTICLE I Definitions		1
	Section 1.01. Defined Terms	1
	Section 1.02. Terms Generally	70
	Section 1.03. Classification of Loans and Borrowings	71
	Section 1.04. Rounding	71
	Section 1.05. References to Agreements and Laws	71
	Section 1.06. Times of Day	72
	Section 1.07. Timing of Payment or Performance	72
	Section 1.08. Letter of Credit Amounts	72
	Section 1.09. Pro Forma Calculations	72
	Section 1.10. Accounting Terms	73
	Section 1.11. Certifications	73
	Section 1.12. Effect of Restatement	74
ARTICLE II The Credits		74
	Section 2.01. Commitments	74
	Section 2.02. Loans	76
	Section 2.03. Borrowing Procedure	80
	Section 2.04. Evidence of Debt; Repayment of Loans	80
	Section 2.05. Fees	81
	Section 2.06. Interest on Loans	83
	Section 2.07. Default Interest	85
	Section 2.08. Alternate Rate of Interest	86
	Section 2.09. Termination and Reduction of Commitments	86
	Section 2.10. Conversion and Continuation of Borrowings	88
	Section 2.11. Repayment of Term Borrowings	90
	Section 2.12. Optional Prepayment	91
	Section 2.13. Mandatory Prepayments	93
	Section 2.14. Reserve Requirements; Change in Circumstances	97
	Section 2.15. Change in Legality	99
	Section 2.16. Indemnity	99
	Section 2.17. Pro Rata Treatment; Intercreditor Agreements	100
	Section 2.18. Sharing of Setoffs	101
	Section 2.19. Payments	102
	Section 2.20. Taxes	103
	Section 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	105
	Section 2.22. Swingline Loans	107
	Section 2.23. Letters of Credit	108
	Section 2.24. Incremental Credit Extensions	113
	Section 2.25. Refinancing Amendments	115

i

Table of Contents

(continued)

		Page
ARTICLE III Representations and Warranties		117
	Section 3.01. Organization; Powers	118
	Section 3.02. Authorization	118
	Section 3.03. Enforceability	118
	Section 3.04. Governmental Approvals	118
	Section 3.05. Financial Statements	119
	Section 3.06. No Material Adverse Change	119
	Section 3.07. Title to Properties	119
	Section 3.08. Subsidiaries	119
	Section 3.09. Litigation; Compliance with Laws	120
	Section 3.10. Use of Proceeds; Federal Reserve Regulations	120
	Section 3.11. Investment Company Act	121
	Section 3.12. Taxes	121
	Section 3.13. No Material Misstatements	121
	Section 3.14. Employee Benefit Plans	121
	Section 3.15. Environmental Matters	122
	Section 3.16. Security Documents	122
	Section 3.17. Labor Matters	122
	Section 3.18. Solvency	123
	Section 3.19. Intellectual Property	123
	Section 3.20. Subordination of Junior Financing	123
ARTICLE IV Conditions of Lending		123
	Section 4.01. All Credit Events	123
	Section 4.02. First Credit Event	124
ARTICLE V Affirmative Covenants		126
	Section 5.01. Existence; Compliance with Laws; Businesses and Properties	126
	Section 5.02. Insurance	127
	Section 5.03. Taxes	127
	Section 5.04. Financial Statements; Reports, etc. Furnish to the Administrative Agent (who will distribute to each Lender):	128
	Section 5.05. Notices	130
	Section 5.06. Information Regarding Collateral	130
	Section 5.07. Maintaining Records; Access to Properties and Inspections	130
	Section 5.08. Use of Proceeds	131
	Section 5.09. Further Assurances	132
	Section 5.10. Post-Closing Obligations	135
	Section 5.11. Designation of Subsidiaries	135
	Section 5.12. Permitted Acquisitions	136

ii

Table of Contents
(continued)

		Page
ARTICLE VI Negative Covenants		137
	Section 6.01. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	137
	Section 6.02. Liens	144
	Section 6.03. Restricted Payments	144
	Section 6.04. Fundamental Changes	151
	Section 6.05. Dispositions	154
	Section 6.06. Transactions with Affiliates	157
	Section 6.07. Senior Secured Net Leverage Ratio	160
	Section 6.08. Restrictive Agreements	160
	Section 6.09. Limitation on Business of Holdings, the Borrower and Its Restricted Subsidiaries	162
	Section 6.10. Modification of Junior Financing Documentation	162
	Section 6.11. Changes in Fiscal Year	162
	Section 6.12. Acquisitions	163
ARTICLE VII Events of Default		163
	Section 7.01. Events of Default	163
	Section 7.02. Right to Cure	166
ARTICLE VIII The Administrative Agent and the Collateral Agent		166
ARTICLE IX Miscellaneous		171
	Section 9.01. Notices	171
	Section 9.02. Survival of Agreement	173
	Section 9.03. Binding Effect	173
	Section 9.04. Successors and Assigns	173
	Section 9.05. Expenses; Indemnity	178
	Section 9.06. Right of Setoff; Payments Set Aside	180
	Section 9.07. Applicable Law	181
	Section 9.08. Waivers; Amendment	181
	Section 9.09. Interest Rate Limitation	184
	Section 9.10. Entire Agreement	184
	Section 9.11. WAIVER OF JURY TRIAL	184
	Section 9.12. Severability	185
	Section 9.13. Counterparts	185
	Section 9.14. Headings	185
	Section 9.15. Jurisdiction; Consent to Service of Process	185
	Section 9.16. Confidentiality	186
	Section 9.17. No Advisory or Fiduciary Responsibility	187
	Section 9.18. Release of Collateral	187

iii

Table of Contents

(continued)

		Page
	Section 9.19. USA PATRIOT Act Notice	188
	Section 9.20. Lender Action	189
	Section 9.21. Effectiveness of Merger	189
	Section 9.22. Other Liens on Collateral; Terms of Intercreditor Agreement; Etc.	189
ARTICLE X Holdings Guaranty		190
	Section 10.01. Guaranty	190
	Section 10.02. Nature of Liability	190
	Section 10.03. Independent Obligation	191
	Section 10.04. Authorization	191
	Section 10.05. Reliance	192
	Section 10.06. Subordination	192
	Section 10.07. Waiver	192
	Section 10.08. Payments	193
	Section 10.09. Maximum Liability	193

SCHEDULES

Schedule 1.01(a)	—	Subsidiary Guarantors
Schedule 1.01(b)	—	Immaterial Subsidiaries
Schedule 3.04	—	Governmental Consents
Schedule 3.08	—	Subsidiaries
Schedule 3.09	—	Litigation
Schedule 3.15	—	Environmental Matters
Schedule 3.17	—	Labor Matters
Schedule 3.19	—	Intellectual Property
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens

EXHIBITS

Exhibit A	—	Form of Administrative Questionnaire
Exhibit B	—	Form of Assignment and Acceptance
Exhibit C-1	—	Form of Borrowing Request
Exhibit C-2	—	Form of Letter of Credit Request
Exhibit D	—	Form of Guarantee and Collateral Agreement
Exhibit E	—	Form of Non-Bank Certificate
Exhibit F-1	—	Form of Trademark Security Agreement
Exhibit F-2	—	Form of Patent Security Agreement
Exhibit F-3	—	Form of Copyright Security Agreement
Exhibit G-1	—	Form of Revolving Credit Note
Exhibit G-2	—	Form of First-Lien Term Loan Note
Exhibit G-3	—	Form of Second-Lien Term Loan Note
Exhibit H	—	Form of Solvency Certificate

iv

Table of Contents

(continued)

			Page
Exhibit I	—	Form of Intercreditor Agreement

v

CREDIT AGREEMENT dated as of November 13, 2007, as amended and restated as of September 19, 2012 (this “Agreement”), among WINDY CITY INVESTMENTS, INC., a Delaware corporation (“Holdings”), NUVEEN INVESTMENTS, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined herein), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent and First-Lien Collateral Agent (in each case, as defined herein) for the First-Lien Lenders (as defined herein), and as Second-Lien Collateral Agent (as defined herein) for the Second-Lien Lenders (as defined herein), DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as lead arrangers (the “Original Arrangers”) for the First-Lien Facilities (as defined herein), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent for the First-Lien Facilities, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING INC., as documentation agents for the First-Lien Facilities, DEUTSCHE BANK SECURITIES INC., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS CAPITAL, JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. as lead arrangers (the “Additional Arrangers” and, together with the Original Arrangers, the “Arrangers”) for the Second-Lien Facilities (as defined herein), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent for the Second-Lien Facilities, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as documentation agents for the Second-Lien Facilities.  Capitalized terms used herein shall have the meanings set forth in Article I.

RECITALS

Holdings, the Borrower, the Lenders, the Administrative Agent, the First-Lien Collateral Agent, the Second-Lien Collateral Agent and the other agents are party to the Original Credit Agreement (as defined herein).  Pursuant to the Third Restatement Agreement (as defined herein), and upon satisfaction of the conditions set forth therein, the Original Credit Agreement is being amended and restated in the form of this Agreement.

ARTICLE I

Definitions

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

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Entity or Business” shall mean either (x) the assets constituting a business division or product line of any Person not already a subsidiary of the Borrower or

1

(y) the Equity Interests of any Person, which Person shall, as a result of the acquisition of such Equity Interests, become a Restricted Subsidiary of the Borrower (or shall be merged with and into the Borrower or another Restricted Subsidiary of the Borrower, with the Borrower or such Restricted Subsidiary being the surviving or continuing Person).

“Acquired Indebtedness” shall mean, with respect to any specified Person,

(a)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(b)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” shall mean the acquisition through an Investment in Equity Interests, purchase of assets or by a merger or consolidation resulting in either (i) the acquisition of all or substantially all of the assets or (ii) a 50% or greater interest in Equity Interests (including all earnouts) of an Acquired Entity or Business.

“Additional Arrangers” shall have the meaning assigned to such term in the preamble.

“Additional Extended First-Lien Term Loans” means, collectively, the First-Lien Term Loans (a) resulting from the Second Term Loan Extension and (b) made (or deemed to be made) pursuant to the Third Restatement Agreement.

“Additional Extended First-Lien Term Loan Lender” shall mean each Lender holding an Additional Extended First Lien Term Loan, including (without limitation), as of the Third Restatement Effective Date, those Persons who shall have executed the Third Restatement Agreement as an “Extending First-Lien Term Loan Lender” or a “New Extending First-Lien Term Loan Lender”.

“Additional Lender” shall mean, at any time, any Person (other than a person who is already a Lender at that time) that agrees to provide any portion of (a) an Incremental Term Loan or Revolving Commitment Increase pursuant to an Incremental Amendment in accordance with Section 2.24(a) or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.25; provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender if such consent would otherwise be required under Section 9.04(b) for an assignment of Loans or Revolving Credit Commitments to such Additional Lender.

“Adjusted LIBO Rate” shall mean, (a) with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves.

2

“Administration Fee” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Agent” shall mean Deutsche Bank AG New York Branch, in its capacity as administrative agent for the Lenders, and shall include any successor administrative agent appointed pursuant to Article VIII.

“Administrative Questionnaire” shall mean an Administrative Questionnaire substantially in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; provided, however, that no Lender (nor any of its Affiliates) shall be deemed to be an Affiliate of Holdings or any of its subsidiaries by virtue of its capacity as a Lender hereunder.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Aggregate Revolving Credit Exposure” shall mean, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposures at such time.

“Agreement” shall have the meaning assigned to such term in the preamble.

“AHYDO Catch Up Payment” shall mean any payments in respect of Indebtedness necessary in order to avoid such Indebtedness being characterized as “applicable high yield discount obligations” within the meaning of the Code.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, (c) in the case of First-Lien Incremental Term Loans only, 2.25% and (d) in the case of Second-Lien Term Loans only, 2.25%.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Applicable Percentage” shall mean, for any day, (a) with respect to (i) any Eurodollar Loan or ABR Loan that is an Original Extended First-Lien Term Loan, an Additional Extended First-Lien Term Loan, a First-Lien Incremental Term Loan, a Tranche A First-Lien Term Loan or a Tranche B First-Lien Term Loan, the applicable percentage per annum set forth below under the caption “Eurodollar Spread” or “ABR Spread” (based upon the Senior Secured Net Leverage Ratio as of the relevant date of determination):

Senior Secured Net Leverage Ratio	Eurodollar Spread		ABR Spread
Category 1: Greater than 4.00 to 1.00	4.00	%	3.00	%
Category 2: Less than or equal to 4.00 to 1.00	3.75	%	2.75	%

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and (ii) any Eurodollar Loan or ABR Loan that is a Tranche A Second-Lien Term Loan or a Tranche B Second-Lien Term Loan, 5.25% and 4.25% respectively;

(b) with respect to any Swingline Loan, the applicable percentage per annum set forth below under the caption “ABR Spread” and (c) with respect to any New Revolving Loan constituting a Eurodollar Revolving Loan or ABR Revolving Loan, the applicable percentage per annum set forth below under the caption “Eurodollar Spread” or “ABR Spread” (based upon the Senior Secured Net Leverage Ratio as of the relevant date of determination):

Senior Secured Net Leverage Ratio	Eurodollar Spread		ABR Spread
Category 1: Greater than 4.00 to 1.0	5.00	%	4.00	%
Category 2: Less than or equal to 4.00 to 1.00 but greater than 3.25 to 1.00	4.75	%	3.75	%
Category 3: Less than or equal to 3.25 to 1.00	4.50	%	3.50	%

In respect of clauses (a), (b), and (c) of this definition, each change in the Applicable Percentage resulting from a change in the Senior Secured Net Leverage Ratio shall be effective on and after the date of delivery to the Administrative Agent of the Section 5.04 Financials and a Pricing Certificate indicating such change until and including the date immediately preceding the next date of delivery of such financial statements and the related Pricing Certificate indicating another such change.  In addition, at the option of the Administrative Agent and the Required Lenders, (x) at any time during which the Borrower has failed to deliver the Section 5.04 Financials or the related Pricing Certificate by the date required thereunder or (y) at any time after the occurrence and during the continuance of an Event of Default, then the Senior Secured Net Leverage Ratio shall be deemed to be in the then-existing Category for the purposes of determining the Applicable Percentage (but only for so long as such failure or Event of Default continues, after which the Category shall be otherwise as determined as set forth above).

“Arrangers” shall have the meaning assigned to such term in the preamble.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and, to the extent required by Section 9.04(b), consented to by the Borrower, substantially in the form of Exhibit B or such other form as shall be reasonably approved by the Administrative Agent and the Borrower.

“Auto-Renewal Letter of Credit” shall have the meaning assigned to such term in Section 2.23(c).

“Bankruptcy Code” shall have the assigned to such term in Section 7.01(g).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning assigned in the preamble.

4

“Borrower Materials” shall have the meaning assigned to such term in Section 5.04.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1, or such other form as shall be approved by the Administrative Agent.

“Broker-Dealer Subsidiary” shall mean any Subsidiary of the Borrower or any other Subsidiary of the Borrower required to be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided, however, if such day relates to any interest rate settings as to a Eurodollar Loan, any fundings, disbursements, settlements and payments in dollars in respect of any such Eurodollar Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, such day shall be a day on which dealings in deposits in dollars are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” shall mean, as to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person.

“Capital Stock” shall mean:

(a)in the case of a corporation, corporate stock;

(b)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligations” shall mean, as to any Person, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.

“Cash Equivalents” shall mean:

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(a)dollars;

(b)(i)  Sterling, Canadian Dollars, Euro, or any national currency of any participating member state of the EMU; or

(ii)in the case of the Borrower or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(c)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with (i) any Revolving Credit Lender or an Affiliate thereof or (ii) any commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e)repurchase obligations for underlying securities of the types described in clauses (c), (d) and (f) entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f)commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(g)marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(h)investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) above;

(i)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(j)Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(k)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A- (or the equivalent thereof) or better by S&P or A3 (or the equivalent thereof) or better by Moody’s;

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(l)shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and

(m)in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (l) or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.

“Cash Management Agreements” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Creditor” shall mean (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the Credit Agreement for any reason) party to a Cash Management Agreement with any Loan Party and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above; provided that any such obligations of any Loan Party owing to a First-Lien Lender or an affiliate thereof shall only constitute “Cash Management Obligations” hereunder at the option of the Borrower.

“Cash Management Obligations” shall mean (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any Insolvency Proceeding at the rate provided for in the respective Cash Management Agreement, whether or not a claim for post-petition interest is allowed in any such Insolvency Proceeding) of each Loan Party owing to the Cash Management Creditors, now existing or hereafter incurred under, arising out of or in connection with each Cash Management Agreement (including all such obligations and indebtedness under any guarantee to which each Loan Party is a party) and (ii) the due performance and compliance by each Loan Party with the terms, conditions and agreements of each Cash Management Agreement; provided that any such obligations of any Loan Party owing to any First-Lien Lender or an affiliate of a First-Lien Lender shall only constitute “Cash Management Obligations” hereunder solely at the option of such Loan Party.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive of any Governmental Authority made or issued after the

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date of this Agreement. For purposes of this definition and Section 2.14, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (x) and (y) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” shall be deemed to have occurred if:

(i)any time prior to the consummation of a Qualified Public Offering, and for any reason whatsoever, (A) the Sponsor shall not be entitled to appoint or elect a majority of the Board of Directors of the Borrower or any of its direct or indirect parent entities including Holdings or (B) the Permitted Investors do not own, directly or indirectly, of record and beneficially an amount of Equity Interests of the Borrower or any of its direct or indirect parent entities that is equal to or more than 35% of the amount of Equity Interests of the Borrower or any of its direct or indirect parent entities owned, directly or indirectly, by the Permitted Investors of record and beneficially as of the Closing Date (determined by taking into account any stock splits, stock dividends or other events subsequent to the Closing Date that changed the amount of Equity Interests, but not the percentage of Equity Interests, held by the Permitted Investors) and such ownership by the Permitted Investors represents the largest single block of Equity Interests of the Borrower or any of its direct or indirect parent entities held by any person or related group for purposes of Section 13(d) of the Securities Exchange Act of 1934, or

(ii)at any time after the consummation of a Qualified Public Offering, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the date hereof, but excluding any employee benefit plan of such Person and its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) and excluding the Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) 35% of outstanding Equity Interests of the Borrower or any of its direct or indirect parent entities having ordinary voting power and (y) the percentage of the then outstanding Equity Interests of the Borrower or any of its direct or indirect parent entities having ordinary voting power owned, directly or indirectly, beneficially and of record by the Permitted Investors, (B) no “person” or “group” (as defined in clause (A) above) other than the Sponsor shall be entitled to appoint or elect a majority of the Board of Directors of the Borrower or any of its direct or indirect parent entities including Holdings and (C) during each period of 12 consecutive months, a majority of the board of directors of Holdings shall consist of the Continuing Directors; or

(iii)any change in control (or similar event, however denominated) with respect to Holdings or any Restricted Subsidiary shall occur under and as defined in the New Senior Notes Documentation to the extent the New Senior Notes constitute Material Indebtedness of Holdings or any Restricted Subsidiary; or

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(iv)at any time prior to the consummation of a Qualified Public Offering, Holdings shall directly or indirectly own, beneficially and of record, less than 100% of the issued and outstanding Equity Interests of the Borrower.

“Change of Control Offer” shall have the meaning assigned to such term in Section 2.13(h).

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are New Revolving Loans, Other Revolving Loans of the same Series, Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans, First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and Tranche B First-Lien Term Loans, Other First-Lien Term Loans of the same Series, Tranche A Second-Lien Term Loans and Tranche B Second-Lien Term Loans, Swingline Loans, or any Incremental Term Loans of the same Series, and, when used in reference to any Commitment, refers to whether such Commitment is a New Revolving Credit Commitment, Other Revolving Credit Commitment of the same Series, Other First-Lien Term Commitment of the same Series or Swingline Commitment; provided that (x) New Revolving Loans and Other Revolving Loans of the same Series and (y) New Revolving Credit Commitments and Other Revolving Credit Commitments of the same Series, shall be deemed to be part of the same Class of Loans or Commitments, as applicable, for purposes of (and only for purposes of) Revolving Credit Borrowings, participations in Letters of Credit and Swingline Loans and voluntary prepayments under Section 2.12 (other than voluntary prepayments resulting from the special allocation of commitment reductions set forth in Section 2.09(c)).

“Closing Date” shall mean November 13, 2007.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto.

“Collateral” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is or is purported to be created by any Security Document.

“Collateral Agents” shall mean the First-Lien Collateral Agent and/or the Second-Lien Collateral Agent, as the context may require.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Commitments” shall mean the New Revolving Credit Commitments, Swingline Commitment and if applicable, any Other Revolving Credit Commitment and/or Other Term Commitment.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Confidential Information Memorandum” shall mean the Confidential Information Memorandum dated October 2007, relating to the syndication of the Credit Facilities.

“Consolidated” or “consolidated” with respect to any Person, unless otherwise specifically indicated, refers to such Person consolidated with Holdings and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Consolidated Depreciation and Amortization Expense” shall mean, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees, commission, discounts, yield and other fees and charges (including interest expense) related to any Receivables Facility, and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, without duplication, the sum of:

(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (vii) costs of surety bonds in connection with financing activities and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commission, discounts, yield and other fees and charges (including interest expense) related to any Receivables Facility; plus

(b)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)interest income of such Person and its Restricted Subsidiaries for such period (other than interest income from Seed Capital Investments).

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

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“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that (without duplication),

(a)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), or any severance costs, integration costs, relocation costs and costs associated with curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;

(b)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(c)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;

(d)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of gains or losses (less all accrued fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded;

(e)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a subsidiary thereof that is the Borrower or a Restricted Subsidiary in respect of such period (subject in the case of dividends paid or distributions made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (f) below) and (B) decreased by the amount of any equity of the Borrower in a net loss of any such Person for such period to the extent the Borrower has funded such net loss in cash with respect to such period;

(f)solely for the purpose of determining the amount available under clause (a) of the definition of Restricted Payment Applicable Amount, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Borrower will be subject to the exclusions in clauses (c) and (d) above, increased by the amount of dividends or other distributions or other

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payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(g)effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-up, write-down or write-off of any amounts thereof, net of taxes, shall be excluded;

(h)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(i)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of any non-cash impairment charge or asset write-off, write-up or write-down, in each case pursuant to GAAP, and the amortization of intangibles arising (including goodwill and organizational costs) pursuant to GAAP (excluding any such non-cash adjustment to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such adjustment is subsequently reversed), shall be excluded;

(j)any pro forma after-tax effect (using a reasonable estimate based on applicable tax rates) of non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded;

(k)any other non-cash charges, expenses or losses including any write-offs or write-downs and any non-cash expense relating to the vesting of warrants, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period) shall be excluded;

(l)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Disposition, dividend or similar Restricted Payments, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing or recapitalization transaction or amendment or modification of any debt instrument (in each case including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded;

(m)accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded; and

(n)structuring fees and upfront distribution costs paid in the ordinary course of business for closed-end funds, mutual funds, exchange traded funds and other structured products, such as collateralized loan and debt obligations, and payments made to terminate trailer

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fees to underwriters of closed-end funds, mutual funds, exchange traded funds and other structured products, shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 6.03 only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Borrower and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Borrower and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Borrower and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (d) of the definition of Restricted Payment Applicable Amount.

“Consolidated Total Indebtedness” shall mean, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (excluding Hedging Obligations) and (2) the aggregate amount of all outstanding Disqualified Stock of the Borrower, all Preferred Stock of its Restricted Subsidiaries and all Designated Preferred Stock on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Agreement and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Borrower.

“Contingent Obligations” shall mean, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(a)to purchase any such primary obligation or any property constituting direct or indirect security therefor, or

(b)to advance or supply funds

(i)for the purchase of payment of any such primary obligation, or

(ii)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

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(c)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primarily obligor to make payment of such primary obligation against loss in respect thereof, or

(d)as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“Continuing Directors” shall mean the directors of the Borrower (or if the Borrower is a Wholly-Owned Subsidiary of Holdings, Holdings) on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Borrower (or if the Borrower is a Wholly-Owned Subsidiary of Holdings, Holdings) is approved by a majority of the then Continuing Directors, such other director is appointed, approved or recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Investors or is designated or appointed by the Permitted Investors in his or her election by the stockholders of the Borrower (or if the Borrower is a Wholly-Owned Subsidiary of Holdings, Holdings).

“Control” shall mean 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 ownership of voting securities, or by contract, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Corrective Conversion Amendment” shall have the meaning assigned to such term in Section 2.02(g).

“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in conversion of or exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans and/or then-existing Revolving Credit Commitments hereunder (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Debt”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Credit Commitments, the unused portion of such Other Revolving Credit Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused then-existing Revolving Credit Commitments, the amount thereof) plus any applicable premium (including tender premiums), defeasance costs and fees and expenses in connection therewith, (ii) such Indebtedness does not have an earlier maturity than, and has a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt (but in any event on or later than in the case of any Credit Agreement Refinancing Indebtedness which pertains to (x) a Term Loan, the Term Loan Maturity Date for Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans, First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and Tranche B First-Lien Term Loans or (y) a Revolving Credit Commitment, the New Revolving Credit Maturity Date),

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(iii) unless such Credit Agreement Refinancing Indebtedness is incurred by means of extension, renewal, conversion or exchange without resulting in Net Cash Proceeds, such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid as set forth in Section 2.13(d)(ii), provided that the proceeds of any Credit Agreement Refinancing Indebtedness consisting of Permitted Second Priority Refinancing Debt may be applied towards the refinancing of the Second-Lien Term Loans, to the extent that such Second-Lien Term Loans constitute the applicable Refinanced Debt, (iv) if such Credit Agreement Refinancing Indebtedness results in the extension, renewal, conversion or exchange (as opposed to repayment in cash) of any Class of Loans and/or Commitments, the opportunity to participate in such Credit Agreement Refinancing Indebtedness shall be offered to all Lenders of the affected Class on a ratable basis and allocated among all accepting Lenders of the affected Class first, on a ratable basis equal to an amount obtained by dividing the aggregate principal amount of the Refinanced Debt held by such accepting Lender by the aggregate principal amount of Refinanced Debt held by all Lenders (the “Individual Cap”) and next, to the extent of any excess to the Refinanced Debt of all accepting Lenders as agreed by the Administrative Agent and the Borrower, pursuant to notice and acceptance procedures to be agreed between the Borrower and the Administrative Agent, each acting reasonably; provided that to the extent that such Refinanced Debt consists, in whole or in part, of then-existing Revolving Credit Commitments (or Revolving Loans or Swingline Loans incurred pursuant to any then-existing Revolving Credit Commitments), such then-existing Revolving Credit Commitments shall (to the extent not extended, renewed, converted into or exchanged for an Other Revolving Credit Commitment pursuant to the terms of the related Refinancing Amendment) be terminated, and all accrued fees in connection therewith shall be paid (and all such Revolving Loans and Swingline Loans shall be repaid) as set forth in Section 2.13(d) and (v) solely in the case of Refinanced Debt relating to the Second-Lien Facilities, such Indebtedness shall not constitute Permitted First Priority Refinancing Debt, and any Liens securing any Permitted Second Priority Refinancing Debt shall be junior in priority to the First-Lien Secured Obligations at least to the same extent as such Refinanced Debt so purchased, exchanged, redeemed, prepaid, repurchased, acquired or retired.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the First-Lien Facilities and the Second-Lien Facilities.

“Credit Increase” shall have the meaning assigned to such term in Section 2.24(a).

“Cure Amount” shall have the meaning assigned to such term in Section 7.02.

“Cure Right”  shall have the meaning assigned to such term in Section 7.02.

“Current Assets” shall mean, at any time, (a) the consolidated current assets of the Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of determination, but excluding cash, Cash Equivalents, amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees, derivative financial instruments and

15

intercompany assets) and (b) in the event that a Receivables Facility is accounted for off-balance sheet, (x) gross accounts receivable comprising a part of the assets subject to such Receivables Facility less (y) collection against the amount sold pursuant to clause (x).

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current liabilities at such date of determination, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) outstanding Revolving Loans, L/C Exposure and Swingline Loans, (c) accruals of Consolidated Interest Expense (excluding consolidated interest expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves to the extent permitted to be included in the calculation of EBITDA pursuant to clause (a)(v) thereof, (f) the current portion of pension liabilities and (g) intercompany Indebtedness.

“DBNY” shall mean Deutsche Bank AG New York Branch.

“Default” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of grace period or both would, unless cured or waived, constitute an Event of Default.

“Defaulting Lender” shall mean any Lender that (a) has failed (which failure has not been cured) to fund any portion of the Revolving Loans, Term Loans or participations in the L/C Exposure required to be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwise failed (which failure has not been cured) to pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder on the date when due, unless the subject of a good faith dispute, (c) has notified the Administrative Agent and/or Borrower that it does not intend to comply with the obligations under Sections 2.02, 2.22 or 2.23 or (d) is insolvent or is the subject of a bankruptcy or insolvency proceeding.

“Deposit Accounts” shall mean the “Deposit Accounts” under, and as defined in, the Guarantee and Collateral Agreement.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by a Responsible Officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Designated Preferred Stock” shall mean Preferred Stock of the Borrower, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by a Responsible Officer of the Borrower, on the issuance date thereof, the cash proceeds of which

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are excluded from the calculation set forth in the definition of Restricted Payment Applicable Amount.

“Discharge of First-Lien Obligations” shall mean the payment in full in cash of the principal of and interest and premium, if any, on all Loans outstanding under the First-Lien Facilities, (b) payment in full in cash of all other First-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed) or collateralization (in accordance with the Credit Agreement or otherwise in an amount and manner, and on terms, reasonably satisfactory to the Administrative Agent and the relevant Issuing Banks) of all Letters of Credit issued by any Issuing Bank and (d) termination of all other Commitments of the First-Lien Lenders.

“Discharge of Second-Lien Obligations” shall mean the payment in full in cash of the principal of and interest and premium, if any, on all Loans outstanding under the Second-Lien Facilities, (b) payment in full in cash of all other Second-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid and (c) termination of all other Commitments of the Second-Lien Lenders.

“Disposition” shall mean:

(a)           the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Borrower or any of its Restricted Subsidiaries; or

(b)           the issuance or sale of Equity Interests of the Borrower or any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

“Disqualified Institutions” shall mean (a) those institutions identified in writing to the Administrative Agent from time to time, (b) any Persons who are competitors of the Borrower and its subsidiaries as identified to the Administrative Agent in writing from time to time or (c) Excluded Parties; provided that, notwithstanding the foregoing, during the period on and from the First Incremental Amendment Effective Date until the 45th day following the First Incremental Amendment Effective Date, the only Persons who shall constitute Disqualified Institutions with respect to First-Lien Incremental Term Loans shall be those Persons (if any) notified by the Borrower to the Administrative Agent in writing on or prior to November 11, 2011.

“Disqualified Stock” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable (unless at the sole option of the issuer), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock which is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case other than solely as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the occurrence of the Termination Date or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of

17

a waiver or amendment hereunder)), in whole or in part, in each case prior to the date 91 days after the Latest Maturity Date then in effect at the time such Disqualified Stock is first issued; provided, however, that if such Capital Stock is issued to any employees of the Borrower or any of its Subsidiaries for compensatory purposes or a plan for the benefit of employees of the Borrower or its subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased pursuant to the terms of any such arrangement.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiaries” shall mean, with respect to any Person, any subsidiary of such Person other than a Foreign Subsidiary.

“EBITDA” shall mean, for any period, the Consolidated Net Income of the Borrower for such period

(a)           increased (without duplication) by (to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income):

(i)            provision for taxes based on income or profits or capital (or any alternative tax in lieu thereof), including, without limitation, foreign, state, franchise and similar taxes and foreign withholding taxes of such Person and such subsidiaries paid or accrued during such period, including payments made pursuant to any tax sharing agreements or arrangements among the Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the Borrower (so long as such tax sharing payments are attributable to the operations of the Borrower and its Restricted Subsidiaries); plus

(ii)           Fixed Charges of such Person for such period; plus

(iii)          Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(iv)          any fees, costs, commissions, expenses, accruals or other charges (including stock and other equity-based compensation expenses) (other than Consolidated Depreciation and Amortization Expense but including the effects of purchase accounting adjustments) related to the Transactions, any Equity Offering, Permitted Investment, acquisition, disposition, dividend or similar Restricted Payment, recapitalization or the incurrence or repayment, amendment or modification of Indebtedness permitted to be incurred under this Agreement (including a refinancing thereof) (whether or not successful), including (w) any expensing of bridge, commitment or other financing fees, (x) such fees, costs, commissions, expenses or other charges related to the offering of the New Senior Notes and the Credit Facilities, (y) any such fees, costs (including call premium), commissions, expenses or other charges related to any amendment or other modification of the Existing Notes due 2015, the New Senior Notes and the Credit Facilities and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

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(v)           the amount of any restructuring charge or reserve, including restructuring costs and integration costs incurred in connection with acquisitions after the Closing Date, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, transaction fees and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a standalone entity or public company incurred in connection with any of the foregoing; provided that the aggregate amount of expenses added pursuant to this clause (v) shall not exceed $30,000,000 in any period of four consecutive fiscal quarters; plus

(vi)          other than for the purposes of determining the amount available for Restricted Payments under paragraph (a)(y)(II) of the definition of Restricted Payment Applicable Amount, the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period pursuant to the Management Agreement; plus

(vii)         costs or expenses by such Person pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interest of the Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in the definition of Restricted Payment Applicable Amount; plus

(viii)        without duplication of amounts otherwise included in the calculation of EBITDA, the amount of net cost savings and acquisition synergies projected by the Borrower in good faith and certified by a Financial Officer in an Officer’s Certificate delivered to the Administrative Agent to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) as a result of specified actions taken or initiated in connection with the Transactions or any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Borrower or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of EBITDA from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable and (B) such actions are taken within 12 months after the Closing Date or the date of such acquisition or disposition; plus

(ix)          to the extent covered by insurance and actually reimbursed or otherwise paid, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or otherwise paid by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed or otherwise paid within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed or otherwise paid within such 365 days), expenses with respect to liability or casualty events and expenses or losses relating to business interruption; plus

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(x)           expenses to the extent covered by contractual indemnification or refunding provisions in favor of the Borrower or a Restricted Subsidiary and actually paid or refunded, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be paid or refunded by the indemnifying party or other obligor and only to the extent that such amount is (A) not denied by the applicable indemnifying party or obligor in writing within 90 days and (B) in fact reimbursed within 180 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 180 days); plus

(xi)          an amount equal to losses on Seed Capital Investments of up to $15,000,000 in any four-quarter period; plus

(xii)         the amount of loss on sale of receivables to a Receivables Subsidiary in connection with a Receivables Facility; plus

(xiii)        extraordinary losses or unusual or non-recurring charges or expenses (including fines and penalties); plus

(xiv)        in the case of fiscal years 2007 and 2008, the pro forma adjustments previously identified and agreed to by the Original Arrangers in an aggregate amount not to exceed $10,000,000; and

(b)           decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income and (iii) an amount equal to gains on Seed Capital Investments in excess of $15,000,000 in any four-quarter period; and

(c)           increased or decreased by (without duplication):

(i)            any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations, plus or minus, as applicable; and

(ii)           any net gain or loss included in calculating Consolidated Net Income resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating

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Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Borrower by such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

“ECF Percentage” shall mean, with respect to any fiscal year, 50%.

“Effective Yield” shall mean, as to any Loans of any Class, the effective yield on such Loans as determined by the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such Loans and (y) four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders.  All such determinations made by the Administrative Agent shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.

“Eligible Assignee” shall have the meaning assigned to such term in Section 9.04(b).

“EMU” shall mean economic and monetary union as contemplated in the Treaty on European Union.

“Environmental Laws” shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders), having the force and effect of law, in each case, relating to protection of the environment or natural resources, or to human health and safety as it relates to protection from environmental hazards.

“Equity Cure Proceeds” shall mean the proceeds received directly or indirectly by the Borrower in respect of any Cure Amount.

“Equity Interests” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Investment” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Equity Offering” shall mean any public or private sale of common stock or Preferred Stock of the Borrower or of a direct or indirect parent of the Borrower (excluding Disqualified Stock), other than:

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(a)           public offerings with respect to any such Person’s common stock registered on Form S-4 or S-8;

(b)           issuances to the Borrower or any subsidiary of the Borrower; and

(c)           any such public or private sale that constitutes an Excluded Contribution.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is under common control with any Loan Party under Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived with respect to a Pension Plan, (b) any “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or the failure to satisfy any statutory funding requirement that results in a Lien, with respect to a Pension Plan, (c) the incurrence by any Loan Party or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any Loan Party or an ERISA Affiliate from any Pension Plan or Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan, (e) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (f) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning statutory liability arising from the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (g) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which Holdings or any Restricted is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Holdings or any Restricted Subsidiary could reasonably be expected to have any liability, (h) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Pension Plan or Multiemployer Plan or the appointment of a trustee to administer any Pension Plan or, (i) any other extraordinary event or condition with respect to a Pension Plan or Multiemployer Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” shall have the meaning assigned to such term in Article VII.

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“Excess Cash Flow” shall mean, for any fiscal year of the Borrower, an amount, equal to:

(a)           the sum, without duplication, of EBITDA,

(i)            reductions to working capital of the Borrower and its Restricted Subsidiaries (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such reductions in working capital arising from the acquisition of any Person by the Borrower and/or the Restricted Subsidiaries;

(ii)           foreign currency translation gains received in cash related to currency remeasurements of indebtedness (including any net cash gain resulting from hedge agreements for currency exchange risk), to the extent not otherwise included in calculating EBITDA;

(iii)          net cash gains resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective pronouncements and interpretations;

(iv)          extraordinary, unusual or nonrecurring cash gains (other than gains on Dispositions), to the extent not otherwise included in calculating EBITDA;

(v)           to the extent not otherwise included in calculating EBITDA, cash gains from any sale or disposition outside the ordinary course of business; and

(vi)          the aggregate amount of any returns received in cash in respect of Seed Capital Investments made after the Closing Date to the extent not otherwise included in calculating EBITDA;

minus,

(b)           the sum, without duplication, of

(i)            the amount of any Taxes, including Taxes based on income, profits or capital, (or alternative tax in lieu thereof), foreign, state, franchise and similar Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (to the extent added in calculating EBITDA), and including penalties and interest on any of the foregoing, in each case, paid in cash by the Borrower and its Restricted Subsidiaries (to the extent not otherwise deducted in calculating EBITDA), including payments made pursuant to any tax sharing agreements or arrangements among the Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the Borrower (so long as such tax sharing payments are attributable to the operations of the Borrower and its Restricted Subsidiaries);

(ii)           Consolidated Interest Expense, to the extent payable in cash and not otherwise deducted in calculating EBITDA;

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(iii)          foreign currency translation losses payable in cash related to currency remeasurements of indebtedness (including any net cash loss resulting from hedge agreements for currency risk), to the extent not otherwise deducted in calculating EBITDA;

(iv)          without duplication of amounts deducted pursuant to clause (xvii) below in a prior fiscal year, Capital Expenditures (other than for Seed Capital Investments) of the Borrower and its Restricted Subsidiaries made in cash, to the extent financed with Internally Generated Cash;

(v)           repayments of long-term Indebtedness, including (A) the principal component of Capitalized Lease Obligations, (B) the amount of repayment of Loans pursuant to Section 2.11 (but excluding all other prepayments of the Loans), (C) the amount of repayment of the Existing Notes due 2015, (D) the amount of repayment of Loans under the Second-Lien Facilities and (E) current maturities of long-term Indebtedness, made by the Borrower and its Restricted Subsidiaries, but only to the extent that such repayments (x) by their terms cannot be reborrowed or redrawn and (y) are not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), provided that for purposes of clause (a) of the definition of Restricted Payment Applicable Amount only, the amount deducted pursuant to this clause (v) in respect of repayments of the New Senior Notes shall equal the amount of such repayments multiplied by one minus the ECF Percentage for the relevant fiscal year;

(vi)          additions to working capital (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such additions to working capital arising from the acquisition of any Person by the Borrower and/or the Restricted Subsidiaries;

(vii)         without duplication of amounts deducted pursuant to clause (xvii) below in a prior fiscal year, the amount of Investments made by the Borrower and its Restricted Subsidiaries pursuant to Section 6.03 (other than Permitted Investments in (x) Cash Equivalents and Government Securities, (y) the Borrower or any of its Restricted Subsidiaries and (z) Seed Capital Investments), in cash, to the extent such Investments were financed with Internally Generated Cash;

(viii)        extraordinary, unusual or nonrecurring cash charges, to the extent not otherwise deducted in calculating EBITDA;

(ix)          cash fees, costs, commissions, charges and expenses incurred in connection with the Transactions, any Investment permitted under Section 6.03, any disposition not prohibited under Section 6.05, any recapitalization, any issuance of Equity Interests, the issuance of any Indebtedness or any exchange, refinancing or other early extinguishment of Indebtedness permitted by this Agreement (in each case, whether or not consummated);

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(x)           cash charges, expenses or losses added to EBITDA pursuant to clauses (a)(v) and (xiv) thereof and clause (n) of the definition of Consolidated Net Income;

(xi)          the amount of management, monitoring, consulting, transactional and advisory fees and related expenses paid pursuant to the Management Agreement permitted by Section 6.06, to the extent not otherwise deducted in calculating EBITDA;

(xii)         the amount of Restricted Payments made by the Borrower to the extent permitted by clauses (iv), (xii) (but, with respect to Section 6.03(b)(xii)(H), only to the extent such amounts would have been permitted to be deducted under clause (b) of this definition if the Borrower or any of its Restricted Subsidiaries had instead made such Investment) and (xvi) of Section 6.03(b) to the extent that such Restricted Payments were financed with Internally Generated Cash (including proceeds of Revolving Loans);

(xiii)        cash expenditures in respect of Hedging Obligations (including net cash losses resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective pronouncements and interpretations), to the extent not otherwise deducted in calculating EBITDA;

(xiv)        to the extent added to Consolidated Net Income, cash losses from any sale or disposition outside the ordinary course of business;

(xv)         cash payments by the Borrower and its Restricted Subsidiaries in respect of long-term liabilities (other than Indebtedness) of the Borrower and its Restricted Subsidiaries;

(xvi)        the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed;

(xvii)       without duplication of amounts deducted from Excess Cash Flow in a prior fiscal year, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts or agreements (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments permitted under Section 6.03 (other than Investments in (x) Cash Equivalents and Government Securities and (y) the Borrower or any of its Restricted Subsidiaries) or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of Internally Generated Cash actually utilized to finance such Capital Expenditures or Investments during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; and

(xviii)      the aggregate amount of Seed Capital Investments made by the Borrower and its Restricted Subsidiaries to the extent that such amounts (x) are not otherwise

25

deducted in calculating EBITDA and (y) do not exceed in any fiscal year the sum of (I) $50,000,000 plus (II) any gains received in respect of Seed Capital Investments that have been included in calculating EBITDA plus (III) any amounts representing reinvested Seed Capital Investments during such fiscal year and to the extent not previously deducted pursuant to this clause (xviii), any amounts reinvested within six months of the return of such Seed Capital Investments.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities Exchange Commission promulgated thereunder.

“Excluded Accounts” shall mean the “Excluded Accounts” under, and as defined in, the Guarantee and Collateral Agreement.

“Excluded Contributions” shall mean net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to the Borrower (other than Equity Cure Proceeds) from

(a)           contributions to its common equity capital, and

(b)           the sale (other than to the Borrower or a Subsidiary of the Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower or a Subsidiary of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower,

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation of the Restricted Payment Applicable Amount.

“Excluded Parties” shall mean affiliates of the Arrangers that are (x) engaged as principals primarily in private equity, mezzanine financing or venture capital or (y) are engaged directly or indirectly in a sale of the Borrower and its subsidiaries as sell-side representative.

“Excluded Subsidiary” shall mean (a) any subsidiary that is not a Wholly-Owned Subsidiary (other than a Subsidiary the minority equity interests in which are held by officers and employees thereof), (b) any Immaterial Subsidiary, (c) any subsidiary that is prohibited by applicable law or contractual obligations from guaranteeing the Obligations, (d) any Restricted Subsidiary acquired pursuant to an acquisition permitted by Section 6.03 financed with secured Indebtedness permitted to be incurred pursuant to Section 6.01(b)(xi) (but only to the extent such Indebtedness is otherwise permitted to be secured under clause (ii) of the definition of Permitted Liens) and Section 6.01(b)(xiii) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (e) any Unrestricted Subsidiary, (f) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary, (g) any subsidiary which is a Broker-Dealer Subsidiary, (h) any captive insurance subsidiary, (i) any not-for-profit subsidiary, (j) any other subsidiary with respect to which in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of providing a guarantee of the Obligations shall be excessive in view

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of the benefits to be obtained by the Lenders therefrom (it being agreed that the cost and other consequences of a Foreign Subsidiary or a subsidiary which is subject to regulatory capital restrictions providing a guarantee are excessive in view of the benefits), (k) any subsidiary that is a special purpose entity and (l) any Receivables Subsidiary.

“Excluded Swap Obligation” shall mean, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Loan Party or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal or unlawful.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income Taxes imposed on (or measured by) its income and franchise (and similar) Taxes imposed on it in lieu of income Taxes pursuant to the laws of the United States of America, or by the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof) (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a recipient (other than an assignee pursuant to a request by the Borrower under Section 2.21(a)), any withholding Tax that (i) is imposed on amounts payable to such recipient at the time such recipient becomes a party to this Agreement (or designates a new lending office) or (ii) is attributable to such recipient’s failure to comply with Section 2.20(e) or (f), as applicable, except in the case of clause (i) to the extent that such recipient (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 2.20(a); or (d) any United States federal withholding tax that would not have been imposed but for a failure by the relevant Foreign Lender (or any financial institution through which any payment is made to such Foreign Lender) to comply with the applicable requirements of FATCA.

“Existing First-Lien Term Loan” shall have the meaning assigned to such term in the Original Credit Agreement.

“Existing First-Lien Term Loan Lender” shall have the meaning assigned to such term in the Original Credit Agreement.

“Existing Intercompany Debt” shall mean the intercompany Indebtedness of the Borrower and its Subsidiaries issued in favor of the Borrower or a Restricted Subsidiary of the Borrower on the Closing Date and identified as such on Schedule 6.01.

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“Existing Notes Documentation” shall mean the Existing Notes due 2015 and Existing Notes Indentures governing the Existing Notes due 2015.

“Existing Notes due 2015” shall mean the Borrower’s $300,000,000 5.50% senior notes due 2015.

“Existing Notes Indentures” shall mean the Indenture, dated as of September 12, 2005, between the Borrower and The Bank of New York Trust Company, N.A., as Trustee, as supplemented by that certain First Supplemental Indenture, dated as of September 12, 2005, between the Borrower and The Bank of New York Trust Company, N.A., as Trustee.

“Existing Notes Termination Date” shall have the meaning assigned to such term in Section 5.09.

“FATCA” shall mean Sections 1471 through 1474 of the Code as in effect on the date hereof and the United States Treasury Regulations promulgated thereunder or published guidance with respect thereto.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Second Amended and Restated Fee Letter, dated as of November 13, 2007, among Holdings, the Borrower and the Original Arrangers.

“Fees” shall mean the Commitment Fee, the Administration Fee, the L/C Participation Fee, the Issuing Bank Fee and any prepayment premium payable pursuant to Section 2.12(e).

“Financial Officer” of any Person shall mean the chief executive officer, the president, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“First Amendment” means the First Amendment to this Agreement, dated as of July 28, 2009, among Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” shall have the meaning assigned to such term in the First Amendment.

“First Incremental Amendment” shall mean the First Amendment to Amended and Restated Credit Agreement, dated as of December 30, 2011, among the Borrower, Deutsche Bank AG New York Branch, as the Administrative Agent and the First-Lien Incremental Term Loan Lenders party thereto.

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“First Incremental Amendment Effective Date” shall mean December 30, 2011.

“First Restatement Agreement” shall mean the Amendment and Restatement Agreement dated as of December 31, 2010, among the Borrower, the Lenders party hereto and the Administrative Agent.

“First Restatement Effective Date” shall mean December 31, 2010.

“First Term Loan Extension” shall mean the “Term Loan Extensions”, as defined in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“First-Lien Agents” shall have the meaning assigned to such term in Article VIII.

“First-Lien Collateral Agent” shall mean DBNY, in its capacity as collateral agent for the First-Lien Secured Parties, and shall include any successor collateral agent for the First-Lien Secured Parties appointed pursuant to Article VIII.

“First-Lien Facilities” shall mean the revolving credit, swingline and letter of credit facilities provided hereunder, and the first-lien term loan facilities contemplated by Sections 2.01(a)(i), 2.01(f), 2.24 and/or 2.25, if any.

“First-Lien Incremental Term Loan Lender” shall mean each Lender holding a First-Lien Incremental Term Loan.

“First-Lien Incremental Term Loans” shall mean the “First-Lien Incremental Term Loans” made pursuant to (and as defined in) the First Incremental Amendment.

“First-Lien Lenders” shall mean (a) the Persons listed in the Register as such as of the Third Restatement Effective Date (other than any such Person that has ceased to be a party hereto pursuant to (i) an Assignment and Acceptance, (ii) pursuant to Section 2.21(a), or (iii) the operation of Section 2.25) and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance, an Incremental Amendment (including, without limitation, each First-Lien Incremental Term Loan Lender) or a Refinancing Amendment (including, without limitation, each person party to the Third Restatement Agreement as an “Extending First-Lien Term Loan Lender”, a “New Extending First-Lien Term Loan Lender” or a “New Revolving Credit Lender”) in respect of the First-Lien Facilities.  Unless the context indicates otherwise, the term “First-Lien Lenders” shall include the Swingline Lender.

“First-Lien Obligations” shall mean all Obligations in respect of the First-Lien Facilities.

“First-Lien Secured Obligations” shall have the meaning assigned to the term “First-Lien Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“First-Lien Secured Parties” shall mean the “First-Lien Secured Parties” as defined in the Guarantee and Collateral Agreement.

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“First-Lien Term Loan” shall mean the Original Extended First-Lien Term Loans, the Additional Extended First-Lien Term Loans, the First-Lien Incremental Term Loans, the Tranche A First-Lien Term Loans and the Tranche B First-Lien Term Loans.  The aggregate amount of First-Lien Term Loans as of the Third Amendment Effective Date is $2,561,250,874.92.

“First-Lien Term Loan Borrowing” shall mean a Borrowing comprised of First-Lien Term Loans.

“First-Lien Term Loan Facility” shall mean any Class or tranche of First-Lien Term Loans incurred hereunder.

“First-Lien Term Loan Lender” shall mean a Lender with an outstanding First-Lien Term Loan.

“First-Lien Term Loan Maturity Date” shall mean (a) with respect to the Original Extended First-Lien Term Loans, May 13, 2017 (or, in the case of the Original Extended First-Lien Term Loans, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date), (b) with respect to the Additional Extended First-Lien Term Loans, May 13, 2017 (or, in the case of the Additional Extended First-Lien Term Loans, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date), (c) with respect to the First-Lien Incremental Term Loans, May 13, 2017 (or, in the case of the First-Lien Incremental Term Loans, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date), (d) with respect to the Tranche A First-Lien Term Loans, May 13, 2017 (or, in the case of the Tranche A First-Lien Term Loans, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date) or (e) with respect to the Tranche B First-Lien Term Loans, May 13, 2017 (or, in the case of the Tranche B First-Lien Term Loans, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date).

“Fixed Charges” shall mean, with respect to any Person for any period, the sum, without duplication, of:

(a)           Consolidated Interest Expense of such Person and Restricted Subsidiaries for such period; plus

(b)           all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of Holdings or a Restricted Subsidiary during such period; plus

(c)           all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of Holdings or a Restricted Subsidiary during such period.

“Foreign Lender” shall mean any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than the United States of America, unless such Lender or Issuing Bank is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded U.S. entity.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“Foreign Plan” shall mean any pension plan, fund or other similar program (other than a government sponsored plan) that (a) primarily covers employees of any Loan Party and/or any of its Restricted Subsidiaries who are employed outside of the United States and (b) is subject to any statutory funding requirement as to which the failure to satisfy results in a Lien or other statutory requirement permitting any governmental authority to accelerate the obligation of the Borrower or any Restricted Subsidiary to fund all or a substantial portion of the unfunded, accrued benefit liabilities of such plan.

“Foreign Subsidiary” shall mean, with respect to any Person, (a) any subsidiary of such Person that is organized and existing under the laws of any jurisdiction outside the United States of America or (b) any subsidiary of such Person that has no material assets other than the Capital Stock of one or more subsidiaries described in clause (a) and other assets relating to an ownership interest in any such Capital Stock or subsidiaries.

“GAAP” shall mean United States generally accepted accounting principles, as amended or modified from time to time.

“Government Securities” shall mean securities that are:

(a)           direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b)           obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Governmental Authority” shall mean the government of the United States of America or any other nation, 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.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).

“Gresham Acquisition” shall mean the acquisition by the Borrower on the First Incremental Amendment Effective Date of 60% of the equity interests of Gresham Investment Management LLC, a Delaware limited liability company (“GIM”), and Gresham Asset Management LLC, a Delaware limited liability company (“GAM” and together with GIM, the

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“Gresham Entities”), and the related matters contemplated by the terms of the Purchase Agreement dated as of November 11, 2011, by and among the Borrower, GIM, GAM, the Sellers (as defined therein) and the Sellers’ Representative (as defined therein).

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Loan Parties party thereto and the Collateral Agents for the benefit of the Secured Parties, as amended, supplemented, modified, extended, renewed, or restated from time to time.

“Guaranteed Creditors” shall mean and include each of the Administrative Agent, the Collateral Agents, the Issuing Banks, the Lenders, the Hedge Creditors and the Cash Management Creditors.

“Guaranteed Net Leverage Ratio” shall mean on, as of any date, the ratio of (i) (A) Consolidated Total Indebtedness of the Borrower on such date which is guaranteed by any Restricted Subsidiary of the Borrower plus (B) Consolidated Total Indebtedness of any Restricted Subsidiary of the Borrower on such date (in each case, other than intercompany Indebtedness), minus (C) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrower and its Restricted Subsidiaries and held by the Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP to (ii) EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“Guaranteed Obligations” shall mean (i) the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Loans and L/C Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) or otherwise and (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for herein, whether or not such interest is an allowed claim in any such proceeding) of any Loan Party owing pursuant to any Hedging Obligation or Cash Management Obligation, as the case may be, entered into by such Loan Party with any Hedge Creditor or Cash Management Creditor, as the case may be; provided that in no circumstances shall Excluded Swap Obligations constitute Guaranteed Obligations.

“Guarantors” shall mean Holdings and the Subsidiary Guarantors.

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“Hazardous Materials” shall mean any material, substance or waste classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant” under any Environmental Laws.

“Hedge Creditor” shall mean (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under this Agreement for any reason) party to a Hedging Agreement with any Loan Party and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above.

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate, currency risks or commodity either generally or under specific contingencies.

“Holdings” shall have the meaning assigned to such term in the recitals.

“Holdings Guaranty” shall mean the guaranty of Holdings pursuant to Article X.

“Immaterial Subsidiary” shall mean all Restricted Subsidiaries of the Borrower for which (a) (i) the assets of each such Restricted Subsidiary constitute less than 2.5% of the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis and (ii) the EBITDA of each such Restricted Subsidiary accounts for less than 2.5% of the EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis and (b) (i) the assets of all relevant Restricted Subsidiaries constitute 5.0% or less than the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis, and (ii) the EBITDA of all relevant Restricted Subsidiaries accounts for less than 5.0% of the EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis, and in each case such Restricted Subsidiaries have been designated as an Immaterial Subsidiary by the Borrower in a written notice delivered to the Administrative Agent (or on the Closing Date listed on Schedule 1.01(b)) other than any such Restricted Subsidiary as to which the Borrower has revoked such designation by written notice to the Administrative Agent.

“Incremental Amendment” shall have the meaning assigned to such term in Section 2.24(b).

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.24(b).

“Incremental First-Lien Term Loans” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Second-Lien Term Loans” shall have the meaning assigned to such term in Section 2.24(a).

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“Incremental Term Loans” shall mean the Incremental First-Lien Term Loans and the Incremental Second-Lien Term Loans.

“Indebtedness” shall mean, with respect to any Person, without duplication:

(a)           any indebtedness (including principal and premium) of such Person, whether or not contingent

(i)            in respect of borrowed money;

(ii)           evidenced by bonds, notes, debentures or similar instruments;

(iii)          evidenced by letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iv)          Capitalized Lease Obligations;

(v)           representing the balance deferred and unpaid of the purchase price of any property (other than Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (B) liabilities and expenses accrued in the ordinary course of business and (C) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-outs or contingent payment becomes fixed and is not promptly paid after such payment becomes due and payable; or

(vi)          representing any Hedging Obligations with respect to interest rates;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b)           to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(c)           to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (x) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (y) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” or (z) obligations with respect to Receivables Facilities.  The amount of Indebtedness of any Person under clause (c) above shall be deemed to equal the

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lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes and Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Independent Financial Advisor” shall mean an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged.

“Information” shall have the meaning assigned to such term in Section 9.16.

“Insolvency Proceedings” shall mean, with respect to any Person, any case or proceeding with respect to such Person under U.S. federal bankruptcy laws or any other state, federal or foreign bankruptcy, insolvency, reorganization, liquidation, receivership, or other similar law, or the appointment, whether at common law, in equity or otherwise, of any trustee, custodian, receiver, liquidator or the like for all or any material portion of the property of such Person.

“Intellectual Property Security Agreement” shall mean any of the following agreements executed on or after the Closing Date (a) a Trademark Security Agreement substantially in the form of Exhibit F-1, (b) a Patent Security Agreement substantially in the form of Exhibit F-2 or (c) a Copyright Security Agreement substantially in the form of Exhibit F3.

“Intercreditor Agreement” shall mean (a) the “Intercreditor Agreement” dated as of February 29, 2012, between the Collateral Agents and acknowledged by the Loan Parties and (b) any intercreditor agreement contemplated by Section 9.18(e); references to the Intercreditor Agreement herein refer to the foregoing, individually or collectively, as the context may require, except that all references to the “Intercreditor Agreement” in the Security Documents shall be deemed to refer solely to clause (a) above.

“Interest Payment Date” shall mean (a) in the case of the First-Lien Facilities (i) with respect to any ABR Loan (including any Swingline Loan) of any Class, the last Business Day of each March, June, September and December and (ii) with respect to any Eurodollar Loan of any Class, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing; and (b) in the case of the Second-Lien Facilities, the last Business Day of each of June and December, commencing December 31, 2009.

“Interest Period” shall mean with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is

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one, two or three (or nine or 12, with the consent of all of the relevant Lenders) months (or such other periods not in excess of six months or less than three months agreed to by the Administrative Agent in its sole discretion) thereafter, as the Borrower may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internally Generated Cash” shall mean any amount expended by the Borrower and its Restricted Subsidiaries and not representing (a) a reinvestment by the Borrower or any Restricted Subsidiaries of the Net Cash Proceeds of any Prepayment Asset Sale outside the ordinary course of business or Property Loss Event, (b) the proceeds of any issuance of any Disqualified Stock, Preferred Stock or long-term Indebtedness of the Borrower or any Restricted Subsidiary (other than Indebtedness under any revolving credit facility) or (c) any credit received by the Borrower or any Restricted Subsidiary with respect to any trade in of property for substantially similar property or any “like kind exchange” of assets.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” shall mean:

(a)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its subsidiaries;

(c)investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans, guarantees, advances, issuances of letters of credit or similar financial accommodations or capital contributions (excluding accounts receivable, trade credit, deposits in connection with operating leases, management fees, advances to customers, commission, travel, entertainment, relocation, payroll and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by

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GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value but giving effect to any returns or distributions received by such Person with respect thereto.  For purposes of the definition of “Unrestricted Subsidiary” and Section 6.03:

(a)“Investments” shall include the portion (proportionate to the Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of a subsidiary of the Borrower at the time that such subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such subsidiary as a Restricted Subsidiary, the Borrower or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(i)the Borrower’s direct or indirect “Investment” in such subsidiary at the time of such redesignation; less

(ii)the portion (proportionate to the Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(b)any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower.

“Investment Vehicle” shall mean a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity investing in collateralized loan obligations or collateralized debt obligations, which investments are managed by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business.

“Issuing Bank” shall mean, as the context may require, (a) Deutsche Bank AG New York Branch, acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder and (b) any other Person that may become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit issued at the time such Person was a Lender.  The Issuing Bank may, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Junior Financing” shall mean any Subordinated Indebtedness which is Material Indebtedness.

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“Junior Financing Documentation” shall mean any indenture and/or other agreement pertaining to Junior Financing.

“L/C Backstop” shall mean, in respect of any Letter of Credit, (a) a letter of credit delivered to the Issuing Bank which may be drawn by the Issuing Bank to satisfy any obligations of the Borrower in respect of such Letter of Credit or (b) cash or Cash Equivalents deposited with the Issuing Bank to satisfy any obligation of the Borrower in respect of such Letter of Credit, in each case, in an amount equal to undrawn face amount of such Letter of Credit and otherwise on terms and pursuant to arrangements (including, if applicable, any appropriate reimbursement agreement) reasonably satisfactory to the respective Issuing Bank.

“L/C Commitment” shall mean the commitment of an Issuing Bank to issue Letters of Credit pursuant to Section 2.23; provided that with respect to any Issuing Bank, to the extent the Borrower obtains Other Revolving Credit Commitments for which such Issuing Bank does not have a commitment or does not otherwise consent in writing thereto, then the L/C Commitment of such Issuing Bank shall terminate on the later to occur of the termination of the Class of Revolving Credit Commitments under which such Issuing Bank has agreed to act as Issuing Bank or the date to which such Issuing Bank has otherwise consented in writing.

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time.  The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest Maturity Date of any Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Credit Commitment, in each case as extended in accordance with this Agreement from time to time.

“Lenders” shall mean the First-Lien Lenders and the Second-Lien Lenders.

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.23.

“Letter of Credit Expiration Date” shall have the meaning assigned to such term in Section 2.23(c).

“Letter of Credit Request” shall have the meaning assigned to such term in Section 2.23(b).

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“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period:

(a)the rate per annum determined by the Administrative Agent at approximately 11:00 AM (London time) on the date that is two Business Days prior to the beginning of the relevant Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period, or

(b)if the rates referenced in the preceding subsection (a) is not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) 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 Eurocurrency Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

Notwithstanding the foregoing, the LIBO Rate with respect to First-Lien Incremental Term Loans and Second-Lien Term Loans only shall not be less than 1.25% per annum.

“Lien” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any other agreement to give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Non-Guarantor Debt Exceptions” shall have the meaning assigned to such term in Section 6.01(g).

“Loan Documents” shall mean this Agreement, the Security Documents, the First Restatement Agreement, the First Incremental Amendment, the Second Restatement Agreement, the Third Restatement Agreement and the Notes, if any, executed and delivered pursuant to Section 2.04(e).

“Loan Parties” shall mean the Borrower and the Guarantors.

“Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.

“Management Agreement” shall mean collectively the management agreement between certain management companies associated with the Sponsor, certain other equity investors, the Borrower and any direct or indirect parent company, as in effect on the Closing Date.

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“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) on or prior to the Closing Date, a Target Material Adverse Effect and (b) after the Closing Date, a material adverse effect (i) on the business, operations, assets, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole or (ii) on any material rights and remedies of the Administrative Agent and the Lenders under the Loan Documents, taken as a whole.

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit), or Hedging Obligations, of the Borrower and its Restricted Subsidiaries in an aggregate principal amount greater than or equal to $35,000,000.  For purposes of determining “Material Indebtedness”, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Hedging Obligation at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if the relevant hedging agreement were terminated at such time.

“Maturity Date” shall mean (a) with respect to the Revolving Credit Commitments of any Class and the Revolving Credit Exposure thereunder, the Revolving Credit Maturity Date for such Class of such Revolving Credit Commitments and related Revolving Credit Exposure and (b) with respect to the Term Loans of any Class, the Term Loan Maturity Date for such Class of such Term Loans.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Merger” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Merger Agreement” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Merger Sub” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Minimum Threshold” shall mean (x) with respect to Term Loans, aggregate principal amount of at least (i) $1,000,000 in the case of ABR Loans and (ii) $5,000,000 in the case of Eurodollar Loans, (y) with respect to Revolving Loans, an aggregate principal amount of at least (i) $250,000 in the case of ABR Loans or an integral multiple of $250,000 in excess thereof and (ii) $1,000,000 in the case of Eurodollar Loans or an integral multiple of $1,000,000 in excess thereof and (z) with respect to Swingline Loans, an aggregate principal amount of at least $100,000.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgaged Properties” shall mean each parcel of fee owned real property located in the United States with a book value in excess of $7,500,000 and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09 or Section 5.10 to secure the Secured Obligations.

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“Mortgages” shall mean the mortgages, deeds of trust and other Security Documents granting a Lien on any fee owned real property or interest therein to secure the Secured Obligations, each in a form reasonably satisfactory to the Collateral Agents.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which Holdings, the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates had any obligation or liability (contingent or otherwise) within the last six years.

“Net Cash Proceeds” shall mean (a) with respect to any Disposition or Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or noncash consideration initially received, net of any costs relating to the disposition thereof), net of (i) out-of-pocket expenses incurred (including broker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the Borrower and its Restricted Subsidiaries in connection therewith), and the Borrower’s good faith estimate of Taxes paid or payable (including payments under any tax sharing agreement or arrangement of the type described in clause (b)(i) of the definition of Excess Cash Flow), in connection with such Disposition or such Property Loss Event (including, in the case of any such Disposition or Property Loss Event in respect of property of any Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Disposition and (y) other liabilities associated with the asset disposed of and retained by the Borrower or any of its Restricted Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters (provided that to the extent and at the time any such amounts are released from such reserve, such amounts net of any expense shall constitute Net Cash Proceeds), (iii) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow fund to the Borrower or a Restricted Subsidiary, such amounts net of any expenses shall constitute Net Cash Proceeds), (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold that (A) has priority over the Lien securing the Obligations and which is repaid (other than Indebtedness hereunder) or (B) is required to be repaid and is repaid pursuant to intercreditor arrangements entered into by the Administrative Agent or the Collateral Agents and (v) in the case of any such Disposition or Property Loss Event by a non-Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof and (b) with respect to any incurrence of Indebtedness, the cash proceeds thereof, net of all Taxes (including, in the case of such Indebtedness incurred by a Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds) and customary fees, commissions, costs and other expenses incurred by the Borrower and its Restricted Subsidiaries in connection therewith.

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“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“New Revolving Credit Commitment” shall mean, with respect to each New Revolving Credit Lender, the commitment of such New Revolving Credit Lender to make Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder in an amount that has been separately agreed between the Borrower and such New Revolving Credit Lender, or in the Assignment and Acceptance pursuant to which such New Revolving Credit Lender assumed its New Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, 2.21(a) or 2.25 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“New Revolving Credit Lender” shall mean (a) each Lender executing the Third Restatement Agreement as a “New Revolving Facility Lender” (other than any such Person that has ceased to be a party hereto pursuant to (i) an Assignment and Acceptance, (ii) Section 2.21(a), or (iii) the operation of Section 2.25) and (b) any Person that has become a party hereto as a New Revolving Credit Lender pursuant to an Assignment and Acceptance, an Incremental Amendment or a Refinancing Amendment.

“New Revolving Credit Maturity Date” shall mean February 12, 2017 (or, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date).

“New Revolving Loans” shall mean Revolving Loans made by Lenders pursuant to a New Revolving Credit Commitment.

“New Senior Notes” shall mean, collectively, (a) the Borrower’s 9.50% Senior Notes due 2020 in the original principal amount of $645,000,000 and (b) the Borrower’s 9.125% Senior Notes due 2017 in the original principal amount of $500,000,000, in each case as such amount may be increased from time to time in respect of the payment of interest thereunder and any additional notes issued pursuant to the terms of the New Senior Notes Documentation representing the payment of interest (and includes any Refinancing Indebtedness in respect thereof permitted by Section 6.01 (but without duplication of any amounts otherwise permitted by clause (b)(ii) thereof) and any notes issued in exchange or replacement of any of the foregoing on substantially identical terms.

“New Senior Notes Documentation” shall mean the New Senior Notes and the indentures governing the New Senior Notes.

“Non-Consenting Lenders” shall have the meaning assigned to such term in Section 2.21(a).

“Note” has the meaning specified in Section 2.04(e).

“Notice of Intent to Cure” shall have the meaning assigned to such term in Section 7.02.

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“Obligations” shall mean the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower or any other Loan Party to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Loans and L/C Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) or otherwise.

“Offer to Repay Notice” shall have the meaning assigned to such term in Section 2.13(g).

“Offer to Repay Term Loans” shall have the meaning assigned to such term in Section 2.13(g).

“Officer’s Certificate” shall mean a certificate signed on behalf of the Borrower by a Responsible Officer of the Borrower.

“Opinion of Counsel” shall mean a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent.  The counsel may be an employee of or counsel to the Borrower or any Loan Party.

“Original Arrangers” shall have the meaning assigned to such term in the preamble.

“Original Credit Agreement” shall mean this Agreement as amended, restated, amended and restated, supplemented and otherwise modified and in effect immediately prior to the amendment and restatement hereof on the Third Restatement Effective Date.

“Original Extended First-Lien Term Loans” means, collectively, the Loans resulting from the First Term Loan Extension and the Revolver Term-Out.

“Original Extended First-Lien Term Loan Lender” shall mean each Lender holding an Original Extended First-Lien Term Loan.

“Other Closing Date Representations” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Other Term Commitments” shall mean one or more Series of term loan commitments hereunder that result from a Refinancing Amendment or an Incremental Amendment.

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“Other Term Loans” shall mean one or more Series of Term Loans that result from a Refinancing Amendment or an Incremental Amendment.

“Other Term Loan Lender” shall mean a Lender with an outstanding Other Term Loan of a given Series or with an Other Term Commitment of a given Series.

“Other Revolving Credit Commitment” shall mean, with respect to each Lender, the revolving credit commitment of such Lender hereunder to make Other Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as provided in a Refinancing Amendment or in the Assignment and Acceptance pursuant to which such Lender assumed its Other Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, 2.21(a) or 2.25, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04, (c) increased pursuant to a Refinancing Amendment or (d) increased pursuant to a Credit Increase.

“Other Revolving Loans” shall mean the revolving loans made pursuant to any Other Revolving Credit Commitment.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes arising from the execution, delivery or enforcement of any Loan Document.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Event” shall mean (a) the whole or partial withdrawal of a Loan Party or any Restricted Subsidiary from a Foreign Plan during a Foreign Plan year, (b) the filing or a notice of intent to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination or partial termination, (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Foreign Plan, (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Foreign Plan, (e) the failure to satisfy any statutory funding requirement, (f) the adoption of any amendment to a Foreign Plan that would require the provision of security pursuant to applicable law or (g) any other extraordinary event or condition with respect to a Foreign Plan which, with respect to each of the foregoing clauses, could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“Pension Plan” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan) that is subject to Title IV of ERISA and/or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has any obligation or liability (contingent or otherwise).

“Perfection Certificate” shall mean a perfection certificate executed by the Loan Parties in a form reasonably approved by the Collateral Agents.

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“Permitted Acquisition” shall mean the Acquisition by the Borrower or any of its Restricted Subsidiaries of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into the Borrower (so long as the Borrower is the surviving corporation) or a Restricted Subsidiary of the Borrower), provided that (in each case) (A) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 6.09(a), (B) the aggregate consideration paid for all Acquisitions of Acquired Entities or Businesses which Persons are not Loan Parties (or, in the case of an asset acquisition, the acquired assets would be owned by Persons which are not Loan Parties) are subject to the limitations set forth in Section 6.03(d) and (C) all requirements of Sections 5.12 and 6.04 applicable to Permitted Acquisitions are satisfied or waived.  Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing, prior to the consummation thereof, that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.

“Permitted Asset Swap” shall mean, to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets (excluding any boot thereon) between the Borrower or any of its Restricted Subsidiaries and another Person.

“Permitted First Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans and/or Commitments (including portions of Classes of Loans and/or Commitments), (c) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the Latest Maturity Date applicable to any Class of First-Lien Term Loans at the time such Indebtedness is incurred, (d) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (f) where such Indebtedness is incurred to refinance some (but not all) First-Lien Obligations, the terms and conditions of such Indebtedness shall not contain any financial maintenance covenants which are more restrictive than those applicable to the relevant Refinanced Debt and (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Intercreditor Agreement with respect thereto.  Permitted First Priority Refinancing Debt may also include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Investments” shall mean:

(a)any Investment (other than redemptions, prepayments, repurchases, acquisitions or retirement of the Existing Notes due 2015) in the Borrower or any of its Restricted Subsidiaries; provided that the fair market value of all Investments made by Loan

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Parties in Restricted Subsidiaries that are not Loan Parties are subject to the limitations set forth in Section 6.03(d);

(b)any Investment in cash and Cash Equivalents or Investment Grade Securities;

(c)any Investment by the Borrower or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(i)(x) such Person becomes a Loan Party or (y) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Loan Party, and

(ii)such Investment constitutes a Permitted Acquisition consummated in accordance with Section 5.12,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(d)any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with a Disposition made pursuant to Section 6.05;

(e)any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;

(f)any Investment acquired by the Borrower or any of its Restricted Subsidiaries:

(i)in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlement of delinquent accounts; or

(ii)as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(g)Hedging Obligations that are not speculative in nature;

(h)Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock and those issued in exchange for Equity Cure Proceeds) of the Borrower or any direct or indirect parent company; provided, however, that such Equity Interests will not increase the Restricted Payment Applicable Amount;

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(i)Indebtedness and guarantees permitted under Section 6.01;

(j)any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 6.06;

(k)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(l)subject to the limitations set forth in Section 6.03(d), additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (l) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (i) $150,000,000 and (ii) 27.5% of the EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to the last date on which Section 5.04 Financials have been delivered to the Administrative Agent (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that (x) if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a) above and shall not be included as having been made pursuant to this clause (l) and (y) the aggregate amount of Investments made pursuant to this clause (l) in Unrestricted Subsidiaries may not exceed $50,000,000 at any time;

(m)Investments relating to a Receivables Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect any Receivables Facility;

(n)advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $15,000,000 outstanding at any one time, in the aggregate;

(o)loans and advances to officers, directors and employees for moving or relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company;

(p)Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(q)additional Investments in joint ventures in an aggregate amount not to exceed $20,000,000 at any time outstanding;

(r)loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity or as otherwise specified in Section 6.06;

(s)Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

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(t)Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

(u)extensions of trade credit in the ordinary course of business;

(v)earnest money deposits required in connection with Permitted Acquisitions; and

(w)Seed Capital Investments made by the Borrower or any Restricted Subsidiary in the ordinary course of business.

“Permitted Investors” shall mean (a) the Sponsor, (b) any other Person making an Investment in Holdings concurrently with the Sponsor on the Closing Date, (c) any Person who is an officer or otherwise a member of management of the Borrower or any of its subsidiaries on the Closing Date; provided that if such officers and members of management beneficially own more shares of Capital Stock of either the Borrower or its direct or indirect parent entities than the amount of shares beneficially owned by all the officers on the Closing Date or issued within 90 days thereafter, such excess shall be deemed not to be beneficially owned by the Permitted Investors, (d) any Related Entity of any of the foregoing Persons and (e) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing Persons specified in clauses (a), (b), (c) or (d) are members; provided that no member of the “group” (other than the Sponsor) shall, without giving effect to Rule 13(d)-5 of the Exchange Act, have beneficial ownership, directly or indirectly, of 50% or more of the Capital Stock entitled to vote in the election of the Board of Directors of the Borrower or any of its direct or indirect parent entities, including Holdings.

“Permitted Liens” shall mean, with respect to any Person:

(a)pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, deposits given to public or private utilities or any governmental authority, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(b)Liens imposed by law, such as landlords’, carriers’, warehousemen’s and mechanics’ Liens, in each case for sums (i) not yet overdue for a period of more than 60 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (ii) the failure to pay could not reasonably be expected to result in a Material Adverse Effect;

(c)Liens for taxes, assessments or other governmental charges that are not required to be paid pursuant to Section 5.03;

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(d)Liens (including deposits) in favor of the issuer of stay, customs, appeal, performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(e)minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(f)Liens securing Indebtedness permitted to be incurred pursuant to Section 6.01(b)(iv), (xxii) and (xvii) (solely to the extent securing such Equity Interests being purchased or redeemed); provided that Liens securing Indebtedness permitted to be incurred pursuant to paragraph (b)(iv) are solely on the assets financed, purchased, constructed, improved, or acquired or assets of the acquired entity, as the case may be;

(g)Liens existing on the Closing Date and described in all material respects on Schedule 6.02;

(h)Liens securing all obligations under the Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt and any permitted Refinancing Indebtedness of any of the foregoing; provided that (x) any Liens securing such Refinancing Indebtedness shall also secure the Secured Obligations, (y) any Liens securing any Permitted Second Priority Refinancing Debt and any permitted Refinancing Indebtedness related thereto (that otherwise constitutes Permitted Second Priority Refinancing Debt) shall be subject to the Intercreditor Agreement, and (z) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness otherwise permitted under this clause (h) at the time the original Lien became a Permitted Lien hereunder, and (ii) an amount necessary to pay any accrued but unpaid interest and fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement (it being understood that one or more types or tranches of Indebtedness described in this clause (h) may be refinanced together into one or more types or tranches of Refinancing Indebtedness so long as the aggregate amount of such resulting Refinancing Indebtedness would not exceed the sum of the amounts otherwise permitted by this proviso for the refinanced Indebtedness individually), so long as the parameters for Refinancing Indebtedness for each such tranche are otherwise satisfied;

(i)Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries;

(j)Liens on property at the time the Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or

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into the Borrower or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries;

(k)Liens securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.01(b)(vii);

(l)Liens securing Hedging Obligations; provided, however, that, in the case of Hedging Obligations relating to interest rates, the Lien relating to such Hedging Obligation must be on the same property as the Lien securing the related Indebtedness (unless the Borrower or any other Loan Party is required to post segregated collateral pursuant to the Commodity Exchange Act and/or the regulations thereunder);

(m)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business securing inventory purchases from vendors;

(n)leases, subleases, licenses or sublicenses (including licenses and sublicenses of intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries or which do not by their own terms secure any Indebtedness;

(o)Liens arising from UCC financing statement filings regarding operating leases or consignments entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(p)Liens in favor of the Borrower or any Restricted Guarantor;

(q)Liens on inventory or equipment of the Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the Borrower’s or such Restricted Subsidiary’s clients or customers at which such inventory or equipment is located;

(r)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.01 and secured by any Lien referred to in the foregoing clauses (f), (g), (i), and (j); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (f), (g), (h), and (i) at the time the original Lien became a Permitted Lien hereunder plus accrued and unpaid interest, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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(s)pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings permitted under Section 6.01(b)(xix);

(t)Liens securing judgments for the payment of money not constituting an Event of Default and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(u)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(v)Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(w)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.01; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(x)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(y)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(z)Liens securing the Obligations and the Secured Obligations;

(aa)any encumbrance or retention (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any Restricted Subsidiary to comply with Section 5.09;

(bb)Liens on property subject to Sale and Lease-Back Transactions permitted hereunder and general intangibles related thereto;

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(cc)Liens consisting of contractual restrictions of the type described in the definition of Restricted Cash;

(dd)possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and other Permitted Investments; provided that such Liens (x) attach only to such Investments or other Investments held by such broker or dealer and (y) secure only obligations incurred in the ordinary course of business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with the incurrence of Indebtedness or margin financing;

(ee)Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of set-off or similar rights and remedies as to securities accounts or other funds maintained with securities intermediaries; provided that such Liens (x) attach only to securities held by the relevant securities intermediary and (y) secure only obligations incurred in the ordinary course of business arising in connection with the acquisition, disposition or holding of such securities and not any obligation in respect of the incurrence of Indebtedness or margin financing;

(ff)Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment;

(gg)any interest or title of a licensor, a sublicensor, lessor, sublessor, franchisor or permitor under any license, operating or true lease, franchise or permit;

(hh)Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(ii)Liens arising by operation of Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods;

(jj)other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $35,000,000 at any one time outstanding;

(kk)Liens securing any Refinancing Indebtedness incurred in respect of Second-Lien Facilities, provided that such Liens shall be junior to the Liens securing the First-Lien Facilities and provided that such Liens shall be subject to intercreditor arrangements substantially similar to those set forth in the Intercreditor Agreement; and

(ll)after the Discharge of First-Lien Obligations, Liens securing Indebtedness permitted to be incurred under Section 6.01(b)(xxiii); provided that such Liens may only be senior to the Liens securing the Second-Lien Facilities and provided that such Liens shall be subject to intercreditor arrangements substantially similar to those set forth in the Intercreditor Agreement.

“Permitted Second Priority Refinancing Debt” means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (a) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Secured Obligations constituting First Lien Obligations

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(including the obligations in respect of any Permitted First Priority Refinancing Debt) and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans (including portions of Classes of Loans), (c) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (d) the security agreements relating to such Indebtedness are substantially the same as the Security Documents or replacement security documents that are related to Permitted First Priority Refinancing Debt (with such differences as are reasonably satisfactory to the Administrative Agent), (e) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (f) the terms and conditions of such Indebtedness shall not contain any financial maintenance covenants and (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Intercreditor Agreement.  Permitted Second Priority Refinancing Debt may also include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that (a) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans (including portions of Classes of Loans), (b) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (d) the terms and conditions of such Indebtedness shall not contain any financial maintenance covenants and (e) such Indebtedness is not secured by any Lien or any property or assets of the Borrower or any Subsidiary.  Permitted Unsecured Refinancing Debt may also include any Registered Equivalent Notes issued in exchange therefor.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Platform” shall have the meaning assigned to such term in Section 5.04.

“Preferred Stock” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up; provided that in no event shall Equity Interests outstanding as of the Closing Date issued thereafter to any officer, director, employee or consultant of the Borrower or any Restricted Subsidiary in respect of services provided to the Borrower or any Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Borrower be considered Preferred Stock.

“Prepayment Asset Sale” shall mean any Disposition, to the extent that (a) the aggregate Net Cash Proceeds of all such Dispositions during any fiscal year exceed $25,000,000 and (b) the aggregate Net Cash Proceeds of all such Dispositions during any five fiscal year period exceed $50,000,000; provided, however, that the term “Prepayment Asset Sale” shall not include any transaction permitted (or not expressly prohibited) by Section 6.05 (other than transactions consummated in reliance on Section 6.05(p), (q) and (s)).

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“Pricing Certificate” shall mean a certificate delivered pursuant to Section 5.04(c).

“Prime Rate” shall mean the rate of interest per annum announced from time to time by Deutsche Bank AG New York Branch as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“Pro Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment.  In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages of any Revolving Credit Lender shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

“Property Loss Event” shall mean any event that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property; provided, however, for purposes of determining whether an Offer to Repay Term Loans under Section 2.13(b) would be required, a Property Loss Event shall be deemed to have occurred only to the extent that the aggregate Net Cash Proceeds (a) of all such events, during any fiscal year exceed $25,000,000 and (b) of all such events, during any five fiscal year period after the Closing Date exceed $50,000,000.

“Public Lender” shall have the meaning assigned to such term in Section 5.04.

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualified Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Borrower in good faith.

“Qualified Public Offering” shall mean the issuance by the Borrower or any direct or indirect parent company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act.

“Rating Agencies” shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the New Senior Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” shall mean any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations,

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warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells their accounts receivable or rights to future advisory fees (including 12b-1 fees) to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable or rights to future advisory fees to a Person that is not a Restricted Subsidiary.

“Receivables Fees” shall mean distributions or payments made directly or by means of discounts with respect to any accounts receivable or rights to future advisory fees or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” shall mean any subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Refinanced Term Loans” shall have the meaning assigned to such term in Section 9.08(d).

“Refinancing” shall have the meaning assigned to such term in Section 4.02(xiii).

“Refinancing Amendment” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Lender and/or Additional Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.25.

“Refinanced Debt” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“Refinancing Effective Date” shall have the meaning set forth in Section 2.25.

“Refinancing Indebtedness” shall have the meaning assigned to such term in Section 6.01(b)(xii).

“Refunding Capital Stock” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar for dollar exchange therefore pursuant to an exchange offer registered with the SEC.

“Regulation T” shall mean Regulation T of the Board and all official rulings and interpretations thereunder or thereof.

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“Regulation U” shall mean Regulation U of the Board and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board and all official rulings and interpretations thereunder or thereof.

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Related Entity” shall mean (a) with respect to Madison Dearborn Partners LLC or any other Person making an investment in Holdings on the Closing Date, as the case may be, (i) any investment fund controlled by or under common control with Madison Dearborn Partners LLC or any other Person making an investment in Holdings on the Closing Date, as the case may be, any officer, director or person performing an equivalent function of the foregoing persons, or any entity controlled by any of the foregoing Persons and (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the officers and directors referred to clause (a)(i); and (b) with respect to any officer of the Borrower or its subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of the officer and (ii) any trust, corporation or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any combination of these identified relationships.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans or similar extensions of credit, any other fund that invests in bank loans or similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such Person and such Person’s Affiliates.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment.

“Repricing Transaction” shall mean (1) with respect to the Additional Extended First-Lien Term Loans, (a) the incurrence by the Borrower of any Indebtedness (including, without limitation, any new or additional Term Loans under this Agreement, whether incurred directly or by way of the conversion of the Additional Extended First-Lien Term Loans into a new tranche of replacement Term Loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” interest rate margin or weighted average

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yield that is less than the applicable rate for or weighted average yield for the Additional Extended First-Lien Term Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fee or “original issue discount” shared with all lenders or holders of such Indebtedness or Additional Extended First-Lien Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Additional Extended First-Lien Term Loans, as the case may be, and without taking into account any fluctuations in the Adjusted LIBO Rate or comparable LIBOR rate) but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the Additional Extended First-Lien Term Loans or (b) any effective reduction in the Applicable Percentage for the Additional Extended First-Lien Term Loans (e.g., by way of amendment, waiver or otherwise) and (2) with respect to the First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans, (a) the incurrence by the Borrower of any Indebtedness (including, without limitation, any new or additional Term Loans under this Agreement, whether incurred directly or by way of the conversion of the First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans into a new tranche of replacement Term Loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” interest rate margin or weighted average yield that is less than the applicable rate for or weighted average yield for the First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, any interest rate floors or similar devices, upfront or similar fee or “original issue discount” (with original issue discount being equated to interest based on an assumed four-year life to maturity) shared with all lenders or holders of such Indebtedness or First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans, as the case may be, and without taking into account any fluctuations in the Adjusted LIBO Rate or comparable LIBOR rate) but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans or (b) any effective reduction in the Applicable Percentage for the First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans (e.g., by way of amendment, waiver or otherwise).  Any such determination by the Administrative Agent as contemplated by preceding clauses 1(a), 1(b), 2(a) or 2(b) shall be conclusive and binding on all Lenders holding Additional Extended First-Lien Term Loans or First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans and/or Tranche B First-Lien Term Loans (as applicable).  Neither the Administrative Agent nor the Borrower shall have any

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liability to any Person with respect to such determination absent gross negligence, bad faith or willful misconduct.

“Required Class Lenders” shall mean (a) with respect to any Term Loan Facility, Lenders holding more than 50% of the Term Commitments and Term Loans under such Term Loan Facility and (b) with respect to the Revolving Credit Facility, the Required Revolving Lenders.

“Required First-Lien Lenders” shall mean, at any time, Lenders having Revolving Credit Exposure, unused Revolving Credit Commitments and First-Lien Term Loans representing more than 50% of the sum of all Revolving Credit Exposure, unused Revolving Credit Commitments and First-Lien Term Loans at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required First-Lien Lenders.

“Required Lenders” shall mean, at any time, Lenders having Revolving Credit Exposure, unused Revolving Credit Commitments and Term Loans representing more than 50% of the sum of all Revolving Credit Exposure, unused Revolving Credit Commitments and Term Loans at such time; provided that (i) any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (ii) all Second-Lien Lenders shall be included for purposes of making a determination of Required Lenders, except for (w) any waiver, amendment, restatement, supplement or modification of the covenant set forth in Section 6.07, (x) any Applicable Percentage increases and related amendment fees in connection therewith or any definition therein to the extent used therein, (y) at any time prior to the Discharge of First-Lien Obligations, amending, supplementing, restating or otherwise modifying any Security Document and (z) at any time prior to the Discharge of First-Lien Obligations, directing the Collateral Agents to act or to refrain from acting under the Security Documents.

“Required Revolving Lenders” shall mean, at any time, (i) when used with reference to Lenders having a particular Class of Revolving Credit Commitments, Lenders having Revolving Credit Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Credit Exposure and unused Revolving Credit Commitments of such Class at such time or (ii) when used without reference to Lenders having a particular Class of Revolving Credit Commitments, Lenders having Revolving Credit Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Credit Exposure and unused Revolving Credit Commitments of all Classes at such time; provided that, in each case, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Second-Lien Lenders” shall mean, at any time, Lenders having Second-Lien Term Loans representing more than 50% of the sum of all Second-Lien Term Loans at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Second-Lien Lenders.

“Responsible Officer” of any Person shall mean any Financial Officer or any executive vice president, senior vice president, vice president, secretary or assistant secretary of such Person and any other officer or similar official thereof responsible for the administration of

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the obligations of such Person in respect of this Agreement and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Person.

“Restricted Cash” shall mean cash and Cash Equivalents held by the Borrower and its Restricted Subsidiaries that are contractually restricted from being distributed to the Borrower, except for such restrictions that are contained in agreements governing Indebtedness permitted under Section 6.01 and that is secured by such cash or Cash Equivalents, or that are classified as “restricted cash” on the consolidated balance sheet of the Borrower prepared in accordance with GAAP.

“Restricted Guarantor” shall mean a Guarantor that is a Restricted Subsidiary.

“Restricted Investment” shall mean an Investment other than a Permitted Investment.

“Restricted Payment” shall mean:

(a)the declaration or payment of any dividend or the making of any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(i)dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrower or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock); or

(ii)dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary (other than a Wholly-Owned Subsidiary), such dividend or distribution is made in accordance with the terms of the agreement or instrument governing such class or series of securities;

(b)the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Borrower or any direct or indirect parent company of the Borrower held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation;

(c)the making of any principal payment on, or redemption, repurchase, defeasance or other acquisition or retirement for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, of the Existing Notes due 2015, the Second-Lien Term Loans, the New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Subordinated Indebtedness or, in each case, any Refinancing Indebtedness incurred in respect thereof other than:

(i)Indebtedness permitted under Section 6.01(b)(vii);

(ii)the purchase, repurchase or other acquisition of any New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or

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Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year (or, in the case of the New Senior Notes, nine months) of the date of purchase, repurchase or acquisition; or

(iii)(x) any refinancings, replacements, repurchases, redemptions or refunds of any Second-Lien Term Loans made in accordance with Section 2.25 or Section 6.01(b)(xii) or otherwise constituting Credit Agreement Refinancing Indebtedness or Replacement Term Loans, and (y) any mandatory prepayments of any Second-Lien Term Loans made in accordance with Section 2.13; or

(d)the making of any Restricted Investment.

“Restricted Payment Applicable Amount” shall mean, at any time (the “Reference Time”), an amount equal to the sum (without duplication) of:

(a)in the event that both (x) the Senior Secured Net Leverage Ratio determined on the last day of the fiscal quarter last ended prior to the Reference Time for which Section 5.04 Financials have been delivered to the Administrative Agent pursuant to, as the case may be, is less than 5.00:1.00 and (y) the Borrower is in compliance on a pro forma basis with the financial covenant set forth in Section 6.07 at the Reference Time determined on the last day of the fiscal quarter last ended prior to the Reference Time for which Section 5.04 Financials have been delivered to the Administrative Agent, the sum of (I) $125,000,000 and (II) an amount, not less than zero, determined on a cumulative basis equal to Excess Cash Flow for each fiscal year of the Borrower ended on or after December 31, 2008 and prior to the Reference Time, minus an amount equal to the amount paid by the Borrower as a mandatory prepayment pursuant to Section 2.13(c) for such fiscal years; plus

(b)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by the Borrower or a Restricted Subsidiary (without the issuance of additional Equity Interests in such Restricted Subsidiary) since immediately after the Closing Date (other than to the extent used to fund the Transactions or other Permitted Investments or Restricted Payments pursuant to Section 6.03), from the issue or sale of:

(i)(A) Equity Interests of the Borrower, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received from the sale of:

(x)Equity Interests to members of management, directors or consultants of the Borrower, Restricted Subsidiaries and any direct or indirect parent company of the Borrower, after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv);  and

(y)Designated Preferred Stock; and

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(B)to the extent such net cash proceeds or other property are actually contributed to the capital of the Borrower or any Restricted Subsidiary (without the issuance of additional Equity Interests of such Restricted Subsidiary), Equity Interests of the Borrower’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv)); or

(ii)debt of the Borrower or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Borrower or a direct or indirect parent company of the Borrower; or

(iii)Disqualified Stock of the Borrower or any Restricted Subsidiary that has been converted into or exchanged for Qualified Capital Stock of the Borrower;

provided, however, that this paragraph (b) shall not include the proceeds from (v) the exercise of any Cure Right, (w) Refunding Capital Stock, (x) Equity Interests or convertible debt securities sold to the Borrower or a Restricted Subsidiary, as the case may be, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(c)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property contributed to the capital of the Borrower following the Closing Date (other than (i) to the extent applied to fund the Transactions or other Permitted Investments or Restricted Payments pursuant to Section 6.03(b), by a Restricted Subsidiary and (ii) any Excluded Contributions); plus

(d)100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by the Borrower or a Restricted Subsidiary by means of:

(i)the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of, or interest, returns, profits, distribution, income or similar amounts in respect of, Restricted Investments made by the Borrower or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Borrower or its Restricted Subsidiaries, in each case after the Closing Date; or

(ii)the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Closing Date; plus

(e)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Borrower in good faith or if such fair market value may exceed $15,000,000, in writing by an Independent Financial Advisor, at the time of the

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redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than (i) Equity Cure Proceeds or (ii) or to the extent such Investment constituted a Permitted Investment.

“Restricted Subsidiary” shall mean, at any time, each direct and indirect subsidiary of the Borrower (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Revolver Term-Out” shall mean the conversion of the Revolving Credit Exposure relating to the Existing Revolving Credit Commitments (as defined in the Original Credit Agreement) as contemplated by the First Restatement Agreement.

“Revolving Commitment Increase” shall have the meaning assigned to such term in Section 2.24(a).

“Revolving Commitment Increase Lender” shall have the meaning assigned to such term in Section 2.24(b).

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Credit Commitment” shall mean, with respect to each Lender, its New Revolving Credit Commitment and/or any Other Revolving Commitment, as applicable.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Credit Facility” means the revolving credit facilities contemplated by Section 2.01 and, if applicable, Sections 2.24 and/or 2.25.

“Revolving Credit Lender” shall mean a Lender (including, without limitation, a New Revolving Credit Lender) with a Revolving Credit Commitment or any Revolving Credit Exposure.

“Revolving Credit Maturity Date” shall mean (a) with respect to the New Revolving Credit Commitment (and related Revolving Credit Exposure), the New Revolving Credit Maturity Date and (b) with respect to any Class of Other Revolving Credit Commitments (and related Revolving Credit Exposure), the date set forth for such Class in the related Refinancing Amendment.

“Revolving Loans” shall mean the revolving loans (including, without limitation, the New Revolving Loans) made by the Lenders to the Borrower pursuant to Section 2.01(c).

“S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

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“Sale and Lease-Back Transaction” shall mean any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“Scheduled Repayment” shall have the meaning assigned to such term in Section 2.11(b).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Amendment” shall mean the Second Amendment to Third Amended and Restated Credit Agreement, dated as of January 28, 2013, by and among Holdings, the Borrower, the Administrative Agent, the Replacement Term Lenders (as defined therein) and the New Revolving Credit Lenders party thereto.

“Second Amendment Effective Date” shall mean February 28, 2013 (subject to amendment pursuant to Section 2.02(h)).

“Second Restatement Agreement” shall mean the Second Amendment and Restatement Agreement dated as of February 29, 2012, among the Borrower, the Lenders party thereto and the Administrative Agent.

“Second Restatement Effective Date” shall mean February 29, 2012.

“Second Term Loan Extension” shall have the meaning assigned to such term in the Original Credit Agreement.

“Second-Lien Agents” shall have the meaning assigned to such term in Article VIII.

“Second-Lien Collateral Agent” shall mean DBNY, in its capacity as collateral agent for the Second-Lien Secured Parties and shall include any successor collateral agent for the Second-Lien Secured Parties appointed pursuant to Article VIII.

“Second-Lien Facilities” shall mean the second-lien term loan facilities contemplated by Sections 2.01(b)(iv), 2.01(e), 2.24 and/or 2.25, if any.

“Second-Lien Lenders” shall mean (a) the Persons listed in the Register as such as of the Third Restatement Effective Date (other than any such Person that has ceased to be a party hereto pursuant to (i) an Assignment and Acceptance, (ii) pursuant to Section 2.21(a)), or (iii) the operation of Section 2.25 and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance, an Incremental Amendment or a Refinancing Amendment in respect of the Second-Lien Facilities.

“Second-Lien Term Loan Maturity Date” shall mean February 28, 2019 (or, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date).

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“Second-Lien Obligations” shall mean all Obligations in respect of the Second-Lien Facilities.

“Second-Lien Secured Obligations” shall have the meaning assigned to the term “Second-Lien Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“Second-Lien Secured Parties” shall mean the “Second-Lien Secured Parties” under, and as defined in, the Guarantee and Collateral Agreement.

“Second-Lien Term Loan” shall mean (a) the Tranche A Second-Lien Term Loans and (b) the Tranche B Second-Lien Term Loans.  The aggregate amount of Second-Lien Term Loans as of the Third Amendment Effective Date is $500,000,000.00.

“Second-Lien Term Loan Borrowing” shall mean a Borrowing comprised of Second-Lien Term Loans.

“Second-Lien Term Loan Facility” shall mean any Class or tranche of Second-Lien Term Loans incurred hereunder.

“Second-Lien Term Loan Lender” shall mean a Lender with an outstanding Second-Lien Term Loan.

“Section 5.04 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Sections 5.04(a) and (b).

“Secured Indebtedness” shall mean any Consolidated Total Indebtedness of the Borrower or any of its Restricted Subsidiaries secured by a Lien.

“Secured Obligations” shall mean all First-Lien Secured Obligations and/or all Second-Lien Secured Obligations, as the context may require; provided that in no circumstances shall Excluded Swap Obligations constitute Secured Obligations.

“Secured Parties” shall mean the First-Lien Secured Parties and/or the Second-Lien Secured Parties, as the context may require.

“Securities Accounts” shall mean the “Securities Accounts” under, and as defined in, the Guarantee and Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” shall mean the Mortgages, Guarantee and Collateral Agreement, the Intellectual Property Security Agreements and the Perfection Certificate and each of the other instruments and documents executed and delivered with respect to the Collateral pursuant to Section 5.09 or 5.10.

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“Seed Capital Investment” shall mean each Investment Vehicle in which the Borrower or one or more of its Restricted Subsidiaries has invested or is investing “seed” or “early stages” capital in the ordinary course of business.

“Senior Representative” shall mean, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Senior Secured Indebtedness” shall mean Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries other than (x) the Existing Notes due 2015, (y) any Consolidated Total Indebtedness that is unsecured or is secured by a Lien that is subordinated to the Liens securing the Obligations, or (y) that is Subordinated Indebtedness. For the avoidance of doubt, the Second-Lien Obligations under the Second-Lien Facilities shall not constitute Senior Secured Indebtedness.

“Senior Secured Net Leverage Ratio” shall mean, as of any date, the ratio of (i) (A) the aggregate principal amount of Senior Secured Indebtedness on such date minus (B) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrower and its Restricted Subsidiaries and held by the Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP to (ii) EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“Series” shall mean (a) all Loans or Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Loans or Commitments provided for therein are intended to be a part of any previously established Series) and that provide for the same interest margins and amortization schedule and (b) all Loans or Commitments that are established pursuant to the same Incremental Amendment (or any subsequent Incremental Amendment to the extent such Incremental Amendment expressly provides that the Loans or Commitments provided for therein are intended to be a part of any previously established Series) and that provide for the same interest margins and amortization schedule.

“Similar Business” shall mean any business and any services, activities or businesses incidental, or reasonably related or similar to, or complementary to any line of business engaged in by the Borrower and its subsidiaries on the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Solvent” shall mean, with respect to any Person, (a) on a going concern basis the consolidated fair value of the assets of such Person and its subsidiaries, at a fair valuation, will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise; (b) the consolidated present fair saleable value (on a going concern basis) of the property of such Person and its subsidiaries will be greater than the amount that will be required to pay the probable liability of their consolidated debts and other liabilities, subordinated, contingent or otherwise, as

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such debts and other liabilities become absolute and matured; (c) such Person and its subsidiaries will be able to pay their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person and its subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” shall have the meaning assigned to such term in Section 9.04(i).

“Specified Default” shall have the meaning assigned to such term in Section 2.13(b).

“Sponsor” shall mean Madison Dearborn Partners, LLC and each of its Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Springing Maturity Date” shall have the meaning assigned to such term in the definition of “Springing Maturity Date Conditions Are Satisfied”.

“Springing Maturity Date Conditions Are Satisfied” shall mean the aggregate principal amount of the Existing Notes due 2015 outstanding on the 90th day prior to the maturity date of such notes, is equal to or greater than the EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent, in which case the “Springing Maturity Date” shall be such 90th day prior to the maturity date of such notes.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) applicable on the interest rate determination date (expressed as a decimal) established by the Board and applicable to any member of bank of the Federal Reserve System in respect of Eurocurrency Liabilities (as defined in Regulation D of the Board).

“Subordinated Indebtedness” shall mean any Indebtedness of the Borrower and the Guarantors which is by its terms subordinated in right of payment to the Obligations of the Borrower or such Guarantor, as applicable.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof; provided that, in all cases, the term “subsidiary” shall not include any Investment Vehicle even if any such entity would be consolidated with the Borrower under GAAP.  Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Borrower.

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“Subsidiary Guarantor” shall mean each subsidiary listed on Schedule 1.01(a), and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section 5.09 or otherwise, excluding (a) any Excluded Subsidiary and (b) any Foreign Subsidiary.

“Successor Company” shall have the meaning assigned to such term in Section 6.04(a)(i).

“Successor Holdings Guarantor” shall have the meaning assigned to such term in Section 6.04(d)(i).

“Successor Person” shall have the meaning assigned to such term in Section 6.04(c)(i)(A).

“Swap Obligation” shall mean, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09; provided that with respect to any Swingline Lender, to the extent the Borrower obtain Other Revolving Credit Commitments for which such Swingline Lender does not have a commitment or does not otherwise consent in writing thereto, then the Swingline Commitment of such Swingline Lender shall terminate on the later to occur of the termination of the Class of Revolving Credit Commitments under which such Swingline Lender has agreed to act as Swingline Lender or the date to which such Swingline Lender has otherwise consented in writing.

“Swingline Exposure” shall mean, at any time, the aggregate principal amount at such time of all outstanding Swingline Loans.  The Swingline Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean (i) Deutsche Bank AG New York Branch, acting through any of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder, (ii) any other Person acting as Administrative Agent hereunder (to the extent agreed by the Borrower and such Administrative Agent) or (iii) any other Lender designated by the Borrower and agreed to by the Administrative Agent who agrees to act in such capacity.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.

“Target Material Adverse Effect” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

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“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority and all interest, penalties or similar liabilities with respect thereto.

“Term Loans” shall mean the First-Lien Term Loans, the Second-Lien Term Loans and/or, after the incurrence thereof, Other Term Loans, as the context may require.

“Term Loan Facility” shall mean a First-Lien Term Loan Facility and/or a Second-Lien Term Loan Facility, as applicable.

“Term Loan Lender” shall mean a Lender with an outstanding Term Loan.

“Term Loan Maturity Date” shall mean (i) the First-Lien Term Loan Maturity Date, (ii) the Second-Lien Term Loan Maturity Date, or (iii) with respect to any Series of Other Term Loans, the maturity date for such Series set forth in the relevant Refinancing Amendment as the context may require.

“Termination Date” shall mean the date upon which all Commitments have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists), and the Loans and L/C Exposure, together with all interest, Fees and other non-contingent Obligations, have been paid in full in cash.

“Third Amendment” shall mean the Third Amendment to Third Amended and Restated Credit Agreement; First Amendment to Second Amended and Restated Guarantee and Collateral Agreement, dated as of April 29, 2013, by and among Holdings, the Borrower, the Administrative Agent, the First-Lien Collateral Agent, the Second-Lien Collateral Agent, the Replacement First-Lien Term Lenders (as defined therein), the Replacement Second-Lien Term Lenders (as defined therein) and the Required Lenders.

“Third Amendment Effective Date” shall mean April 29, 2013.

“Third Restatement Agreement” shall mean the Third Amendment and Restatement Agreement dated as of September 19, 2012, among the Borrower, Holdings, the Lenders party thereto and the Administrative Agent.

“Third Restatement Effective Date” shall mean the “Third Restatement Effective Date” as defined in the Third Restatement Agreement.

“Third Term Loan Extension Amount” shall mean with respect to each Existing First-Lien Term Loan Lender party to the Third Restatement Agreement as an “Extending First-Lien Term Loan Lender”, the amount determined by the Administrative Agent and the Borrower as the final amount of such Lender’s Third Term Loan Extension on the Third Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Third Restatement Effective Date.  All such determinations made by the Administrative Agent and the Borrower shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders.  Neither the Administrative Agent nor the Borrower shall have any liability to any Person with respect to such determination absent gross negligence, bad faith or willful misconduct.

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“Total Assets” shall mean total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Borrower and its Restricted Subsidiaries as may be expressly stated.

“Total Net Leverage Ratio” shall mean, as of any date, the ratio of (i)(A) Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries on such date minus (B) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Borrower and its Restricted Subsidiaries and held by the Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP to (ii) EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which Section 5.04 Financials have been delivered to the Administrative Agent.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.  The Total Revolving Credit Commitment as of the Third Restatement Effective Date is $190,000,000.

“Tranche A First-Lien Term Loan Lender” shall mean each Lender holding a Tranche A First-Lien Term Loan.

“Tranche A First-Lien Term Loans” shall mean the “Tranche A First-Lien Term Loans” made pursuant to (and as defined in) the Second Amendment.

“Tranche A Second-Lien Term Loans” shall mean the “Second-Lien Term Loans” made pursuant to (and as defined in) the Second Restatement Agreement.

“Tranche B First-Lien Term Loan Lender” shall mean each Lender holding a Tranche B First-Lien Term Loan.

“Tranche B First-Lien Term Loans” shall mean the “Tranche B First-Lien Term Loans” made or converted from Tranche A First-Lien Term Loans pursuant to (and as defined in) the Third Amendment.

“Tranche B Second-Lien Term Loan Lender” shall mean each Lender holding a Tranche B Second-Lien Term Loan.

“Tranche B Second-Lien Term Loans” shall mean the “Tranche B Second-Lien Term Loans” made or converted from Tranche A Second-Lien Term Loans pursuant to (and as defined in) the Third Amendment.

“Transaction Expenses” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Transactions” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

“Treasury Capital Stock” shall have the meaning assigned to such term in Section 6.03(b)(ii).

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“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.  For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“Unrestricted Subsidiary” shall mean:

(a)any subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as provided in Section 5.11); and

(b)any subsidiary of an Unrestricted Subsidiary.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Waivable Mandatory Prepayment” shall have the meaning assigned to such term in Section 2.13(f).

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(a)the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment (or scheduled commitment reduction or termination) of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment (or reduction or termination); by

(b)the sum of all such payments (or reductions or terminations).

“Wholly-Owned Subsidiary” of any Person shall mean a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’ qualifying shares or other nominal shares required by applicable law to be held by another party) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02.  Terms Generally.  The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its

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entirety and not to any particular provision of this Agreement unless the context shall otherwise require.  All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  All references to “knowledge” of any Loan Party or a Restricted Subsidiary of the Borrower means the actual knowledge of a Responsible Officer.  Except as otherwise expressly provided herein, the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Closing Date; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein for such purpose), then the Borrower and the Administrative Agent shall negotiate in good faith to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or the definitions used therein (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any financial definition used therein shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or such financial definition is amended.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time.

Section 1.03.  Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing”).

Section 1.04.  Rounding.  The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Section 1.05.  References to Agreements and Laws.  Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Loan Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and

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restatements, supplements and other modifications are not prohibited by any Loan Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Section 1.06.  Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07.  Timing of Payment or Performance.  When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

Section 1.08.  Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time.

Section 1.09.  Pro Forma Calculations.  For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated as follows:

(a)In the event that the Borrower or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

(b)For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period.  If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into

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the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

(c)For purposes of this Section 1.09, whenever pro forma effect is to be given to any Investment, Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.  Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with the calculation of “EBITDA” as set forth in footnote (6) to the “Summary Consolidated Historical and Pro Forma Financial Data” under “Summary” in the offering memorandum for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”.

Section 1.10.  Accounting Terms.  (a)  Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements described in Section 3.05, except as otherwise specifically prescribed herein.  All amounts used for purposes of financial calculations required to be made shall be without duplication.

(b)Issues Related to GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders as reasonably requested hereunder a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.11.  Certifications.  All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an

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officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

Section 1.12.  Effect of Restatement.

(a)The effectiveness of this Agreement shall not constitute a novation of any Obligations owing under the Original Credit Agreement.  All Loans and Letters of Credit outstanding under the Original Credit Agreement and all accrued and unpaid amounts owing by any Loan Party pursuant to the Original Credit Agreement shall continue to be outstanding and owing hereunder.  Any payment or performance of any Obligation under the Original Credit Agreement or any Obligation described in this Agreement during any period prior to the Third Restatement Effective Date shall constitute payment or performance of such Obligation under this Agreement.  Any usage under any “basket” set forth in any covenant or exception in the Original Credit Agreement shall be included in the determination of baskets under this Agreement.

(b)After giving effect to this Agreement and the modifications effectuated thereby, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended and restated on the Third Restatement Effective Date (as such Agreement may be subsequently amended, restated, amended and restated, modified or otherwise supplemented from time to time).

ARTICLE II

The Credits

Section 2.01.  Commitments.  Subject to the terms and conditions set forth herein or in the Third Restatement Agreement, as applicable:

(a)On the Third Restatement Effective Date, (i)  each Existing First-Lien Term Loan Lender party to the Third Restatement Agreement as an “Extending First-Lien Term Loan Lender” agrees that without further action by any party to this Agreement, a portion of such Lender’s Existing First-Lien Term Loans equal to such Lender’s Third Term Loan Extension Amount shall automatically be converted into an Additional Extended First-Lien Term Loan to the Borrower in dollars and in a like principal amount; and

(ii)each Person party to the Third Restatement Agreement as a “New Extending First-Lien Term Loan Lender” severally agrees to make an Additional Extended First-Lien Term Loan to the Borrower on the Third Restatement Effective Date in the aggregate principal amount set forth opposite its name on Part 1 of Exhibit C attached to the Third Restatement Agreement.

(b)On the Third Restatement Effective Date, without further action by any party to this Agreement:

(i)the Original Extended First-Lien Term Loan of each Original Extended First-Lien Term Loan Lender and the Indebtedness represented by such Original Extended First-Lien Term Loan, will remain outstanding unless and until such time the

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same is prepaid, repaid, refinanced, converted, exchanged, or extended in accordance with the terms of this Agreement;

(ii)the Additional Extended First-Lien Term Loan of each Additional Extended First-Lien Term Loan Lender (other than each person becoming an Additional Extended First-Lien Term Loan Lender pursuant to the Third Restatement Agreement and clause (a) above) and the Indebtedness represented by such Additional Extended First-Lien Term Loan, will remain outstanding unless and until such time the same is prepaid, repaid, refinanced, converted, exchanged, or extended in accordance with the terms of this Agreement (it being understood and agreed that the Additional Extended First-Lien Term Loans of such Lenders shall, on and from the Third Restatement Effective Date, form a single Class of Additional Extended First-Lien Term Loans together with the Additional Extended First-Lien Term Loans made (or deemed to be made) on the Third Restatement Effective Date);

(iii) the First-Lien Incremental Term Loan of each First-Lien Incremental Term Loan Lender and the Indebtedness represented by such First-Lien Incremental Term Loan, will remain outstanding unless and until such time the same is prepaid, repaid, refinanced, converted, exchanged, or extended in accordance with the terms of this Agreement; and

(iv)the Second-Lien Term Loan of each Second-Lien Lender and the Indebtedness represented by such Second-Lien Term Loan, will remain outstanding unless and until such time the same is prepaid, repaid, refinanced, converted, exchanged, or extended in accordance with the terms of this Agreement.

(c)On the Second Amendment Effective Date, (i) each First-Lien Term Loan Lender party to the Second Amendment as a “Replacement Term Lender” agrees that without further action by any party to this Agreement, the entire aggregate principal amount of such Lender’s Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans and First-Lien Incremental Term Loans shall automatically be converted into a Tranche A First-Lien Term Loan to the Borrower in dollars and in a like principal amount, and (ii) the Person party to the Second Amendment as a “Designated Replacement Term Lender” agrees to make a Tranche A First-Lien Term Loan to the Borrower on the Second Amendment Effective Date in the aggregate principal amount set forth in the Second Amendment.

(d)On the Third Amendment Effective Date, (i) each First-Lien Term Loan Lender party to the Third Amendment as a “Replacement First-Lien Term Lender” agrees that without further action by any party to this Agreement, the entire aggregate principal amount of such Lender’s Tranche A First-Lien Term Loans shall automatically be converted into a Tranche B First-Lien Term Loan to the Borrower in dollars and in a like principal amount, and (ii) the Person party to the Third Amendment as a “Designated Replacement First-Lien Term Lender” agrees to make a Tranche B First-Lien Term Loan to the Borrower on the Third Amendment Effective Date in the aggregate principal amount set forth in the Third Amendment.

(e)On the Third Amendment Effective Date, (i) each Second-Lien Term Loan Lender party to the Third Amendment as a “Replacement Second-Lien Term Lender”

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agrees that without further action by any party to this Agreement, the entire aggregate principal amount of such Lender’s Second-Lien Term Loans shall automatically be converted into a Tranche B Second-Lien Term Loan to the Borrower in dollars and in a like principal amount, and (ii) the Person party to the Third Amendment as a “Designated Replacement Second-Lien Term Lender” agrees to make a Tranche B Second-Lien Term Loan to the Borrower on the Third Amendment Effective Date in the aggregate principal amount set forth in the Third Amendment.

(f)Each Revolving Credit Lender with a Revolving Credit Commitment of a particular Class agrees, severally and not jointly, to make Revolving Loans of such Class to the Borrower, at any time and from time to time on and after the Closing Date, and until the earlier of the Maturity Date with respect to its Revolving Credit Commitment of such Class and the termination of such Lender’s Revolving Credit Commitments of such Class in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure of such Class exceeding such Lender’s Revolving Credit Commitment of such Class.  Within the limits set forth in this clause (c) and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

(g)Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Section 2.02.  Loans.  (a)  Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments; thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments on the applicable Revolving Credit Maturity Date).  Except for Loans deemed made pursuant to Section 2.02(f) and subject to Section 2.22, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than the lesser of (i) the Minimum Threshold or (ii) equal to the remaining available balance of the applicable Commitments.

(b)Subject to Sections 2.02(e), 2.08 and 2.15, all Loans under the First-Lien Facilities (other than Swingline Loans), and all Second-Lien Term Loans, shall be made as ABR Loans or Eurodollar Loans; provided, however, that all such Loans initially shall be made as ABR Loans, unless, subject to Section 2.15, the Borrowing Request specifies that all or a portion thereof shall be Eurodollar Loans and all Swingline Loans shall be dollar denominated and shall be made as ABR Loans.  Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in

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accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 15 Eurodollar Borrowings outstanding hereunder at any time.

(c)Except with respect to Loans deemed made pursuant to Sections 2.01(a)(i), 2.02(f) and, if applicable, Section 2.25, and subject to Sections 2.03 and 2.22, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent shall promptly wire transfer the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.

(d)Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower agree to repay to the Administrative Agent forthwith on written demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans of the relevant Class.  If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the relevant Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.

(e)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such Eurodollar Borrowing.

(f)If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof.  Each Revolving Credit Lender shall pay by

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wire transfer of immediately available funds in dollars to the Administrative Agent not later than 2:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders.  The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear.  If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the interest rate applicable to ABR Revolving Loans.

(g)In the event that the Administrative Agent determines in its sole discretion that (i) the amount of Additional Extended First-Lien Term Loans to be made (or deemed to be made) by a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Third Restatement Amendment or (ii) the allocation of Additional Extended First-Lien Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Third Restatement Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Conversion Amendment”) within 15 days following the Third Restatement Effective Date, which Corrective Conversion Amendment shall (i) provide for the conversion of Existing First-Lien Term Loans, in such amount as is required to cause such Lender to hold Additional Extended First-Lien Term Loans into which such Existing First-Lien Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans to which it was entitled under the terms of the Third Restatement Agreement in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree and (iii) make such other changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.

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(h)In the event that the Administrative Agent determines in its sole discretion that (i) the amount of Tranche A First-Lien Term Loans to be made (or deemed to be made) by a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Second Amendment, (ii) the allocation of Tranche A First-Lien Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Second Amendment or (iii) the Second Amendment Effective Date is any date other than February 28, 2013, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Second Amendment Corrective Conversion Amendment”) within 15 days following the Second Amendment Effective Date, which Second Amendment Corrective Conversion Amendment shall (i) provide for the conversion of Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans and/or First-Lien Incremental Term Loans (as applicable), in such amount as is required to cause such Lender to hold Tranche A First-Lien Term Loans into which such Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans and/or First-Lien Incremental Term Loans (as applicable) were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans to which it was entitled under the terms of the Second Amendment in the absence of such error, (ii) amend the definition of the “Second Amendment Effective Date” to reflect the definition of such term in the Second Amendment, (iii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree and (iv) make such other changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.

(i)In the event that the Administrative Agent determines in its sole discretion that (i) the amount of Tranche B First-Lien Term Loans or Tranche B Second-Lien Term Loans to be made (or converted from Tranche A First-Lien Term Loans or Tranche B First-Lien Term Loans, as applicable) by a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Third Amendment, (ii) the allocation of Tranche B First-Lien Term Loans or Tranche B Second-Lien Term Loans to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an election timely submitted by such Lender in accordance with the procedures set forth in the Third Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Third Amendment Corrective Conversion Amendment”) within 15 days following the Third Amendment Effective Date, which Third Amendment Corrective Conversion Amendment shall (i) provide for the conversion of Tranche A First-Lien Term Loans in such amount as is required to cause such Lender to hold Tranche B First-Lien Term Loans into which such Tranche A First-Lien Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans to which it was entitled under the terms of the Third Amendment in the absence

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of such error, (ii) provide for the conversion of Tranche A Second-Lien Term Loans in such amount as is required to cause such Lender to hold Tranche B Second-Lien Term Loans into which such Tranche A Second-Lien Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans to which it was entitled under the terms of the Third Amendment in the absence of such error, (iii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree and (iv) make such other changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.

Section 2.03.  Borrowing Procedure.  In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(a)(i), 2.02(f) or, if applicable, pursuant to Section 2.25, in each case, as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing not later than 12:30 p.m. three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 12:30 p.m. one Business Day before a proposed Borrowing.  Subject to Section 2.14, each such telephonic request shall be irrevocable, shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information:  (i) whether the Borrowing then being requested is to be a First-Lien Term Loan Borrowing, a Second-Lien Term Loan Borrowing or a Revolving Credit Borrowing, and, if applicable, the relevant Class thereof and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02.  If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Section 2.04.  Evidence of Debt; Repayment of Loans.  (a)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, (x) the principal amount of each First-Lien Term Loan and each Second-Lien Term Loan of such Lender as provided in Section 2.11 and (y) on the Revolving Credit Maturity Date for any Class of Revolving Credit Commitments, the then unpaid principal amount of each Revolving Loan of such Class made by such Lender to the Borrower.  The Borrower hereby promises to pay to the Swingline Lender on the relevant Revolving Credit Maturity Date for any Class of Revolving Credit Commitments, the then unpaid principal amount of each Swingline Loan made hereunder.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from

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each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)The Administrative Agent shall maintain accounts in which it will record (i) the Borrower, (ii) the amount of each Loan made hereunder, the Series, Class and Type thereof and, if applicable, the Interest Period applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with the terms of this Agreement.  The Borrower shall have right to review the entries made in the accounts maintained pursuant to clause (c) from time to time upon reasonable prior notice during normal business hours.

(e)Any Lender may request that Loans made by it hereunder be evidenced by a promissory note in substantially the form of Exhibit G-1, Exhibit G-2 or Exhibit G-3, as applicable, with appropriate insertions and deletions (each, a “Note”).  In such event, the Borrower promptly shall execute and deliver to such Lender a Note payable to such Lender and its permitted registered assigns.  Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a Note, the interests represented by such Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more Notes payable to the payee named therein or its registered assigns or successors.

Section 2.05.  Fees.  (a)  The Borrower agrees to pay, with respect to each Class of Revolving Credit Commitments, to each Revolving Credit Lender of such Class, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing December 31, 2007, and on each date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.375% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment of such Lender shall be terminated); provided any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

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(b)The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administration Fee”).

(c)The Borrower agrees to pay (i) with respect to each Class of Revolving Credit Commitments, to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing December 31, 2007, and on the date on which the Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate undrawn amounts of all outstanding Letters of Credit) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of such Class of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant Revolving Credit Commitments of such Class of such Lender from time to time used to determine the interest rate on Eurodollar Revolving Credit Borrowings minus the Issuing Bank Fees referred to in clause (ii)(A) below, and (ii) to the Issuing Bank (A) with respect to each outstanding Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the Borrower and the Issuing Bank) on the undrawn amount of such Letter of Credit, payable quarterly in arrears on the last day of March, June, September and December of each year, commencing December 31, 2007, and upon expiration of the applicable Letter of Credit or any earlier termination of all of the Revolving Credit Commitments of such Class and (B) within 30 days after written demand (including documentation reasonably supporting such request) therefor the Issuing Bank’s standard fees as agreed to by the Issuing Bank and the Borrower with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “Issuing Bank Fees”).

(d)At the time of the effectiveness of any Repricing Transaction that is consummated (1) prior to February 28, 2013, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Additional Extended First-Lien Term Loan Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.21), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction described in clause 1(a) of the definition thereof, the aggregate principal amount of all Additional Extended First-Lien Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause 1(b) of the definition thereof, the aggregate principal amount of all Additional Extended First-Lien Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction, (2) prior to December 30, 2012, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each First-Lien Incremental Term Loan Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.21, but excluding any Lender which replaces such Non-Consenting Lender, to the extent that the First-Lien Incremental Term Loans of such replacement Lender were assigned by the Non-Consenting Lender at the time of such replacement), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction described in clause 2(a) of the definition thereof, the aggregate principal

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amount of all First-Lien Incremental Term Loans prepaid (or converted)  in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause 2(b) of the definition thereof, the aggregate principal amount of all First-Lien Incremental Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction, (3) prior to the first anniversary of the Second Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Tranche A First-Lien Term Loan Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.21, but excluding any Lender which replaces such Non-Consenting Lender, to the extent that the Tranche A First-Lien Term Loans of such replacement Lender were assigned by the Non-Consenting Lender at the time of such replacement), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction described in clause 2(a) of the definition thereof, the aggregate principal amount of all Tranche A First-Lien Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause 2(b) of the definition thereof, the aggregate principal amount of all Tranche A First-Lien Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction, and (4) prior to the date occurring six months after the Third Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Tranche B First-Lien Term Loan Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.21, but excluding any Lender which replaces such Non-Consenting Lender, to the extent that the Tranche B First-Lien Term Loans of such replacement Lender were assigned by the Non-Consenting Lender at the time of such replacement), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction described in clause 2(a) of the definition thereof, the aggregate principal amount of all Tranche B First-Lien Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause 2(b) of the definition thereof, the aggregate principal amount of all Tranche B First-Lien Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction.  Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Transaction.

(e)All Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days, and shall be paid, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders and the Issuing Bank, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank.  Once paid, none of the Fees shall be refundable under any circumstances absent manifest error.

Section 2.06.  Interest on Loans.  (a)  Subject to the provisions of Section 2.07, the Loans under the First-Lien Facilities and the Second-Lien Term Loans, as applicable, comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time with respect to such Borrowing.

(b)Subject to the provisions of Section 2.07, Loans under the First-Lien Facilities and the Second-Lien Term Loans, as applicable,  comprising a Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in

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effect for such Borrowing plus the Applicable Percentage in effect from time to time for such Borrowing.

(c)[Intentionally Omitted].

(d)Each Additional Extended First-Lien Term Loan which was converted from an Existing First-Lien Term Loan on the Third Restatement Effective Date shall continue to be entitled to all accrued and unpaid interest with respect to the Existing First-Lien Term Loan from which such Additional Extended First-Lien Term Loan was converted up to but excluding the Third Restatement Effective Date; provided that, notwithstanding the foregoing, all such Additional Extended First-Lien Term Loans outstanding on the Third Restatement Effective Date (and any other Loans that are converted to or exchanged for a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Restatement Effective Date (or such conversion or exchange, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing First-Lien Term Loans outstanding on the Third Restatement Effective Date (or the Loans which were so converted or exchanged), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the increased margin applicable to such Additional Extended First-Lien Term Loans following such conversion shall apply on and after the Third Restatement Effective Date.  Each Tranche A First-Lien Term Loan which was converted from an Original Extended First-Lien Term Loan, Additional Extended First-Lien Term Loan or Incremental First-Lien Term Loan on the Second Amendment Effective Date shall continue to be entitled to all accrued and unpaid interest with respect to the Original Extended First-Lien Term Loan, Additional Extended First-Lien Term Loan or Incremental First-Lien Term Loan (as applicable) from which such Tranche A First-Lien Term Loan was converted up to but excluding the Second Amendment Effective Date; provided that, notwithstanding the foregoing, all such Tranche A First-Lien Term Loans outstanding on the Second Amendment Effective Date (and any other Loans that are converted to or exchanged for a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Second Amendment Effective Date (or such conversion or exchange, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans or Incremental First-Lien Term Loans outstanding on the Second Amendment Effective Date (or the Loans which were so converted or exchanged), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to such Tranche A First-Lien Term Loans following such conversion shall apply on and after the Second Amendment Effective Date.  Each Tranche B First-Lien Term Loan which was converted from a Tranche A First-Lien Term Loan on the Third Amendment Effective Date shall continue to be entitled to all accrued and unpaid interest with respect to the Tranche A First-Lien Term Loan from which such Tranche B First-Lien Term Loan was converted up to but excluding the Third Amendment Effective Date; provided that, notwithstanding the foregoing, all such Tranche B First-Lien Term Loans outstanding on the Third Amendment Effective Date (and any other Loans that are converted to a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Amendment Effective Date (or such conversion, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Tranche A First-Lien Term Loans outstanding on the Third Amendment Effective Date (or the Loans which were so

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converted), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to such Tranche B First-Lien Term Loans following such conversion shall apply on and after the Third Amendment Effective Date.  Each Tranche B Second-Lien Term Loan which was converted from a Tranche A Second-Lien Term Loan on the Third Amendment Effective Date shall continue to be entitled to all accrued and unpaid interest with respect to the Tranche A Second-Lien Term Loan from which such Tranche B Second-Lien Term Loan was converted up to but excluding the Third Amendment Effective Date; provided that, notwithstanding the foregoing, all such Tranche B Second-Lien Term Loans outstanding on the Third Amendment Effective Date (and any other Loans that are converted to a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Amendment Effective Date (or such conversion, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Tranche A Second-Lien Term Loans outstanding on the Third Amendment Effective Date (or the Loans which were so converted), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to such Tranche B Second-Lien Term Loans following such conversion shall apply on and after the Third Amendment Effective Date.

(e)Interest, including interest payable pursuant to Section 2.07, shall be computed on the basis of the actual number of days elapsed over a year of 360 days (other than computations of interest for ABR Loans which shall be made by the Administrative Agent on the basis of the actual number of days elapsed over a year of 365 or 366 day, as applicable) and shall be calculated from and including the date of the relevant Borrowing to, but excluding, the date of repayment thereof.  Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan, except as otherwise provided in this Agreement.  The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.07.  Default Interest.  If an Event of Default under Section 7.01(b) or (c) shall have occurred and shall be continuing, by acceleration or otherwise, then, upon the request of the Required Lenders until the related defaulted amount shall have been paid in full, to the extent permitted by law, such overdue amount shall bear interest (after as well as before judgment), payable on written demand, (a) in the case of principal of a Loan, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum equal to the rate that would be applicable to (x) an ABR Revolving Loan that is a New Revolving Loan plus 2.00% per annum if such obligation relates to Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans, First-Lien Incremental Term Loans, Tranche A First-Lien Term Loans, Tranche B First-Lien Term Loans or New Revolving Loans or if such obligation is not attributable specifically to any particular Class of Loans (without regard to whether such Revolving Loans have been repaid in full) or (y) a Tranche A Second-Lien Term Loan or a Tranche B Second-Lien Term Loan plus 2.00% per annum if such obligation relates to Tranche A Second-Lien Term Loans or Tranche B Second-Lien Term Loans (as applicable).

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Section 2.08.  Alternate Rate of Interest.  In the event, and on each occasion, that (i) the Administrative Agent shall have reasonably determined that deposits in the principal amounts and denominations of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any participating Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders of any Class of Loans notify the Administrative Agent that the Adjusted LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders in such Class of making or maintaining such Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders.  In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), each affected Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a ABR Loan and the obligations of the Lenders to make Adjusted LIBO Rate Loans or to convert Alternate Base Rate Loans into Adjusted LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Lenders of such affected Class of Loans have determined that the circumstances causing such suspension no longer exist.

Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Section 2.09.  Termination and Reduction of Commitments.  (a)  (i) The Other Term Commitments of any Class or Series shall automatically terminate upon the conversion or refinancing, as the case may be, of all or a portion of the relevant Term Loans as provided in the relevant Refinancing Amendment.

(ii)On the Maturity Date of any Class of Revolving Credit Commitments, such Class of Revolving Credit Commitments will terminate and the Revolving Credit Lenders with Revolving Credit Commitments of such Class will have no further obligation to make Revolving Loans, fund its portion of L/C Disbursements pursuant to Section 2.23(d) or purchase or fund participations in Swingline Loans pursuant to Section 2.22(e), in each case, solely in respect of such Class of Revolving Credit Commitments; provided that (x) the foregoing will not release any such Revolving Credit Lender from any such obligation to fund Revolving Loans, its portion of L/C Disbursements or participations in Swingline Loans that was required to be performed on or prior to the Maturity Date of such Class of Revolving Credit Commitments and (y) the foregoing will not release any such Revolving Credit Lender from any such obligation to fund its portion of L/C Disbursements or participations in Swingline Loans if on such Maturity Date any Specified Default or event, act or condition which with notice on lapse of time or both would constitute a Specified Default exists until such Specified Default or event, act or condition ceases to exist.  Unless clause (y) to the prior proviso to the immediately succeeding sentence is applicable, upon the relevant Revolving Credit Maturity Date of such Class or Series, all outstanding Swingline Loans and L/C Exposure shall be deemed to be outstanding with respect to the remaining Revolving Credit Commitments (so long

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as after giving effect to such reallocation, the Revolving Credit Exposure of each remaining Revolving Credit Lender does not exceed such Lender’s remaining Revolving Credit Commitment).  On and after the Maturity Date of any Class of Revolving Credit Commitments, the remaining Revolving Lenders (and so long as clause (y) to the proviso to the second immediate sentence is applicable, to the Revolving Lenders in the maturing Class) will be required, in accordance with their Pro Rata Percentages, to fund L/C Disbursements pursuant to Section 2.23(e) arising on or after such date and fund participations in Swingline Loans at the request of the Swingline Lender on and after such date, regardless of whether any Default existed on the Maturity Date of the then-terminating Revolving Credit Commitments; provided that the Revolving Credit Exposure of each remaining Revolving Credit Lender does not exceed such Lender’s Revolving Credit Commitment.  In the event that a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists on a Maturity Date of a Class of Revolving Credit Commitments, until such Specified Default or event, act or condition ceases to exist, for purposes of determining a Revolving Credit Lenders’ Pro Rata Percentage for purposes of Section 2.23(d) or Section 2.22(e), such Lender’s Revolving Credit Commitment of the relevant Class shall be deemed to be the Revolving Credit Commitment of such Lender immediately prior to the termination thereof on such Maturity Date.

(iii)The L/C Commitment of any Issuing Bank shall automatically terminate on the earlier to occur of (x) the date set forth in the definition of L/C Commitment for such Issuing Bank and (y) the latest Revolving Credit Maturity Date, unless otherwise agreed by such Issuing Bank and the Borrower.

(b)Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments or the Swingline Commitment; provided, however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an aggregate amount of not less than $5,000,000 and integral multiples of $1,000,000 thereafter and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure then in effect (after giving effect to any repayment or prepayment effected simultaneously therewith).  Any notice given by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(c)Each reduction in the Revolving Credit Commitments hereunder (other than reductions made pursuant to clause (a)(ii) above, terminations made pursuant to Section 2.13(e) or Section 2.21(a)(y), reductions in accordance with Section 2.13(e), or the implementation of Other Revolving Credit Commitments pursuant to Section 2.25) shall be made ratably among all Classes of Revolving Credit Commitments in accordance with the Revolving Credit Commitments of all Revolving Credit Lenders and within each Class, ratably among the Revolving Credit Lenders of such Class in accordance with their respective applicable Revolving Credit Commitments for such Class; provided that none of the Swingline

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Commitment or the L/C Commitment shall be reduced unless the Total Revolving Credit Commitment is reduced to an amount less than the Swingline Commitment or the Letter of Credit Commitment, as applicable, then in effect (and then only to the extent of such deficit except to the extent the Borrower expressly specifies such commitment reduction).  The Borrower shall pay to the Administrative Agent for the account of the affected Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitment of a given Class, the Commitment Fees on the amount of the Revolving Credit Commitments of such Class so terminated or reduced accrued to but excluding the date of such termination or reduction.

Section 2.10.  Conversion and Continuation of Borrowings.

(a)The Borrower shall have the right at any time upon prior written or fax notice (or telephone notice promptly confirmed by written or fax notice)  to the Administrative Agent (i) not later than 12:30 p.m., one Business Day prior to conversion, to convert any dollar denominated Eurodollar Borrowing into an ABR Borrowing and (ii) not later than 12:30 p.m., three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing, to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, subject in each case to the following:

(i)each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(ii)if less than all of the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iii)each conversion shall be effected by each Lender and the Administrative Agent recording, for the account of such Lender, the Type of such Loan resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; and

(iv)if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, promptly upon written demand, any amounts due to the Lenders pursuant to Section 2.16.

Each notice pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.15) and shall refer to this Agreement and specify (w) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (x) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an Alternate Base Rate Borrowing, (y) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (z) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto.  If no Interest Period is specified

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in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing.  If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an Alternate Base Rate Borrowing.

(b)As provided in Section 2.06(d)(i), notwithstanding anything herein to the contrary, all Additional Extended First-Lien Term Loans which are converted from Existing First-Lien Term Loans on the Third Restatement Effective Date (and any other Loans that are converted to or exchanged for a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Restatement Effective Date (or such conversion or exchange, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing First-Lien Term Loans outstanding on the Third Restatement Effective Date (or the Loans which were so converted or exchanged), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the increased margin applicable to the Additional Extended First-Lien Term Loans subject to such conversion shall apply on and after the Third Restatement Effective Date. As provided in Section 2.06(d), notwithstanding anything herein to the contrary, all Tranche A First-Lien Term Loans which are converted from Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans or Incremental First-Lien Term Loans on the Second Amendment Effective Date (and any other Loans that are converted to or exchanged for a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Second Amendment Effective Date (or such conversion or exchange, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans or Incremental First-Lien Term Loans (as applicable) outstanding on the Second Amendment Effective Date (or the Loans which were so converted or exchanged), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to the Tranche A First-Lien Term Loans subject to such conversion shall apply on and after the Second Amendment Effective Date. As provided in Section 2.06(d), notwithstanding anything herein to the contrary, all Tranche B First-Lien Term Loans which are converted from Tranche A First-Lien Term Loans on the Third Amendment Effective Date (and any other Loans that are converted to a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Amendment Effective Date (or such conversion, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Tranche A First-Lien Term Loans outstanding on the Third Amendment Effective Date (or the Loans which were so converted), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to the Tranche B First-Lien Term Loans subject to such conversion shall apply on and after the Third Amendment Effective Date.  As provided in Section 2.06(d), notwithstanding anything herein to the contrary, all Tranche B Second-Lien Term Loans which are converted from Tranche A Second-Lien Term Loans on the Third Amendment Effective Date (and any other Loans that are

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converted to a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Third Amendment Effective Date (or such conversion, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Tranche A Second-Lien Term Loans outstanding on the Third Amendment Effective Date (or the Loans which were so converted), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the reduced margin applicable to the Tranche B Second-Lien Term Loans subject to such conversion shall apply on and after the Third Amendment Effective Date.

Section 2.11.  Repayment of Term Borrowings.  (a) (i)(1) Subject to clause (iii) below, the Borrower shall repay to the Administrative Agent in dollars for the ratable account of the Original Extended First-Lien Term Loan Lenders (i) on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2011, an aggregate amount equal to 0.25% of the aggregate principal amount of all Original Extended First-Lien Term Loans outstanding on the First Restatement Effective Date and (ii) on the First-Lien Term Loan Maturity Date, the aggregate principal amount of all Original Extended First-Lien Term Loans outstanding on such date.  (2) Subject to clause (iii) below, the Borrower shall repay to the Administrative Agent in dollars for the ratable account of the Additional Extended First-Lien Term Loan Lenders (i) on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2012, an aggregate amount equal to 0.25% of the aggregate principal amount of all Additional Extended First-Lien Term Loans outstanding on the Second Restatement Effective Date (or, with respect to any such date occurring after the Third Restatement Effective Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Additional Extended First-Lien Term Loans outstanding on the Third Restatement Effective Date) and (ii) on the First-Lien Term Loan Maturity Date, the aggregate principal amount of all Additional Extended First-Lien Term Loans outstanding on such date.

(ii)The Borrower shall repay to the Administrative Agent in dollars for the ratable account of the First-Lien Incremental Term Loan Lenders on the First-Lien Term Loan Maturity Date, the aggregate principal amount of all First-Lien Incremental Term Loans outstanding on such date.

(iii)The parties acknowledge and agree that a prepayment of “First-Lien Term Loans” (as defined in this Agreement as in effect immediately prior to the First Restatement Effective Date) with certain Net Cash Proceeds from the “Second-Lien Term Loans” (as defined in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date) pursuant to Section 2.13(i) of the Original Credit Agreement (as in effect immediately prior to the First Restatement Effective Date) has been applied towards amortization payments required to be made under this Section 2.11(a) with respect to the Original Extended First-Lien Term Loans and Additional Extended First-Lien Term Loans (on a pro rata basis).  As a result of the application of the prepayment described in the preceding sentence, no amortization payments shall be payable on Original Extended First-Lien Term Loans or Additional Extended First-Lien Term Loans pursuant to clause (i) above prior to the First-Lien Term Loan Maturity Date.

(b)In addition to any other mandatory repayments pursuant to this Section 2.11, the Borrower shall be required to make, with respect to each Incremental First-Lien

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Term Loan facility, to the extent then outstanding, scheduled amortized repayments of Incremental First-Lien Term Loans on the dates and in the principal amounts set forth in the respective Incremental Amendment (each such repayment, as the same may be reduced as provided in Sections 2.12(b) or 2.13(e), “Scheduled Repayments”); provided that, if any Incremental First-Lien Term Loans are incurred which will be added to (and form part of) an existing tranche of Incremental First-Lien Term Loans, then each Scheduled Repayment of such tranche to be made after such increase becomes effective shall be increased by an amount equal to (i) the aggregate principal amount of the increase in the Incremental First-Lien Term Loans of such tranche pursuant to Section 2.24 multiplied by (ii) an amount equal to (x) such Scheduled Repayment divided by (y) the aggregate outstanding principal amount of the Incremental First-Lien Term Loans of such tranche, in each case, immediately prior to giving effect to the increase in Incremental First-Lien Term Loans of such tranche pursuant to Section 2.24.

(c)To the extent not previously paid, (i) all Original Extended First-Lien Term Loans shall be due and payable on the First-Lien Term Loan Maturity Date for the Original Extended First-Lien Term Loans, (ii) all Second-Lien Term Loans shall be due and payable on the Second-Lien Term Loan Maturity Date, (iii) all First-Lien Incremental Term Loans shall be due and payable on the First-Lien Term Loan Maturity Date for the First-Lien Incremental Term Loans, (iv) all Additional Extended First-Lien Term Loans shall be due and payable on the First-Lien Term Loan Maturity Date for the Additional Extended First-Lien Term Loans, (v) all Tranche A First-Lien Term Loans shall be due and payable on the First-Lien Term Loan Maturity Date for the Tranche A First-Lien Term Loans, (vi) all Tranche B First-Lien Term Loans shall be due and payable on the First-Lien Term Loan Maturity Date for the Tranche B First-Lien Term Loans and (vii) each other Class of Term Loans shall be due and payable on the Term Loan Maturity Date for such Class of Term Loans, together, in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(d)All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Section 2.12.  Optional Prepayment.  (a)  The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part upon prior written or fax notice by the Borrower (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, not later than 12:30 p.m., three Business Days prior to such optional prepayment in the case of Eurodollar Loans and not later than 12:30 p.m., one Business Day prior to such prepayment in the case of ABR Loans; provided, however, that (i) each partial prepayment shall be in an aggregate amount of not less than the Minimum Threshold and (ii) no optional prepayment of any Second-Lien Term Loans shall be permitted unless such prepayment is permitted under Section 6.03, and to the extent that such optional prepayment is being made pursuant to Section 6.03(a), such optional prepayment shall be allowed to the extent that the Loan Parties are permitted to make any principal payments on Subordinated Indebtedness (as defined in the New Senior Notes Documentation (as defined in the Original Credit Agreement)) under Section 4.7 of the New Senior Notes Documentation (as defined in the Original Credit Agreement) to the extent this limitation on optional prepayments is required by Section 4.9 of the New Senior Notes Documentation (as defined in the Original Credit Agreement).

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(b)Optional prepayments of Term Loans under any Term Loan Facility shall be applied ratably among each Class of Term Loans (other than (x) Second-Lien Term Loans, in the case of optional prepayments of First-Lien Term Loans and (y) First-Lien Term Loans, in the case of optional prepayments of Second-Lien Term Loans, to the extent permitted under Section 6.03) then outstanding and against the remaining scheduled installments of principal due in respect of such Term Loan Facility under Section 2.11(a) or (b), as applicable, in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided that (i) at any time the Borrower may, at its option, direct that any voluntary prepayment of Loans pursuant to this Section 2.12 be applied (in which case it shall be applied) to then outstanding Original Extended First-Lien Term Loans, Additional Extended First-Lien Term Loans, First-Lien Incremental Term Loans and any newly created Class of Term Loans with the earliest Maturity Date (ratably among such Classes with an identical Maturity Date) and (ii) it is understood and agreed that this clause (b) may be modified as expressly provided in Section 2.25 in connection with a Refinancing Amendment; provided that it is understood and agreed that such modification may not alter the treatment of the Original Extended First-Lien Term Loans, the Additional Extended First-Lien Term Loans, the First-Lien Incremental Term Loans, the Tranche A First-Lien Term Loans or the Tranche B First-Lien Term Loans as set forth in the foregoing proviso.

(c)Optional prepayments of Revolving Loans shall be applied ratably among each Class of Revolving Loans then outstanding, except any prepayment with a corresponding reduction of Revolving Credit Commitments under Section 2.09(a)(ii), in which case the Borrower shall prepay the Revolving Loans associated with the Revolving Credit Commitment reduction as set forth in Section 2.13(a)(i).

(d)Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of any Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09.  All prepayments under this Section 2.12 shall be subject to Sections 2.16, and 2.05(d) but otherwise without premium or penalty except as provided in Section 2.12(e).  All Eurodollar Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(e)In the event that the Tranche A Second-Lien Term Loans are prepaid or repaid in whole or in part by the Borrower pursuant to Section 2.12(a) or Section 2.13 prior to February 28, 2015, the Borrower shall pay to the Second-Lien Lenders holding such Tranche A Second-Lien Term Loans, a prepayment premium on the amount so prepaid as follows: (i) 3.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after the Second Restatement Effective Date but prior to February 28, 2013, (ii) 2.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after February 28, 2013 but prior to February 28, 2014 and (iii) 1.00% with respect to the principal amount prepaid or repaid if such repayment occurs on or after February 28, 2014 but prior to February 28, 2015; provided that no such prepayment premium under this Section 2.12(e) shall be payable pursuant to or any prepayment made pursuant to Section 2.13(h).  In the event that the Tranche B Second-Lien

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Term Loans are prepaid or repaid in whole or in part by the Borrower pursuant to Section 2.12(a) or Section 2.13 prior to the first anniversary of the Third Amendment Effective Date, the Borrower shall pay to the Tranche B Second-Lien Term Loan Lenders a prepayment premium on the amount so prepaid equal to 1.00% with respect to the principal amount prepaid or repaid; provided that no such prepayment premium under this Section 2.12(e) shall be payable pursuant to or any prepayment made pursuant to Section 2.13(h).

Section 2.13.  Mandatory Prepayments.  (a)  (i) The Borrower shall, on the date of termination of any Revolving Credit Commitments of a given Class, repay or prepay all of its outstanding Revolving Credit Borrowings of such Series or Class.

(ii)If for any reason, at any time during the ten (10) Business Day period immediately preceding the Maturity Date for any Class of Revolving Credit Commitments, (x) the Allocable Revolving Share of the Revolving Credit Exposure attributable to L/C Exposure of Revolving Credit Lenders of such Class and Swingline Exposure of such Class exceeds (y) the amount of the remaining Total Revolving Credit Commitments minus the remaining Revolving Credit Lenders’ Allocable Revolving Share of the Aggregate Revolving Credit Exposure at such time, then the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Loans and Swingline Loans and/or cash collateralize the L/C Exposure in an aggregate amount necessary to eliminate such excess; provided that the Borrower shall not be required to cash collateralize the L/C Exposure pursuant to this sentence unless after the prepayment in full of the Revolving Loans and Swingline Loans such excess has not been eliminated.  For purposes of this Section 2.13(a)(ii), “Allocable Revolving Share” shall mean, at any time with respect to the Total Revolving Credit Commitments or the Revolving Credit Lenders of any Class, the percentage of the Revolving Credit Commitments represented at such time by the Total Revolving Credit Commitments of such Class.

(iii)If, after giving effect to any partial reduction of the Revolving Credit Commitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitments, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings pro rata among the then existing Classes of Revolving Credit Commitments unless such a repayment is made on the Maturity Date of a given Class, in which case such repayments shall be applied first to Revolving Credit Commitments of such maturing Class or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings or Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.

(b)Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to make an Offer to Repay Term Loans in accordance with Section 2.13(g); provided, however, that, if (A) prior to the date any such Offer to Repay Term Loans is required to be made, the Borrower notifies the

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Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of such notice or at the time of such proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to make an Offer to Repay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into), provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 10 Business Days to make an Offer to Repay Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to make an “offer to purchase” the New Senior Notes pursuant to the terms of the New Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to make an Offer to Repay Term Loans in accordance with Section 2.13(g) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso).

(c)No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Borrower shall prepay outstanding First-Lien Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of First-Lien Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or after the end of such fiscal year and on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness).

(d)In the event that (i) the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Borrower shall no later than the fifth Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding First-Lien Term Loans in accordance with Section 2.13(e), and (ii) the Borrower incurs or issues any Credit Agreement Refinancing Indebtedness or Replacement Term Loans (in either case, other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness or Replacement Term Loans, as applicable, without resulting in any Net Cash Proceeds), the Borrower shall prepay an aggregate principal amount of Term Loans and/or if the Borrower so elects, Revolving Loans (with a corresponding reduction in Revolving

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Credit Commitments) in an amount equal to 100% of the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness within 3 Business Days after such Credit Agreement Refinancing Indebtedness is incurred or issued; provided, that (subject to the proviso set forth in clause (iii) of the definition of Credit Agreement Refinancing Indebtedness and to the terms of Section 9.08(d)) each prepayment of Loans required by this clause (ii) shall be applied (A) first, to the Class or Classes of Loans and/or Revolving Credit Commitments, as applicable, as directed by the Borrower, with the earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), until all such Loans and/or Revolving Credit Commitments, as applicable, of such Class or Classes have been repaid or terminated in full and (B) thereafter, to the successive Class or Classes of Loans and/or Revolving Credit Commitments, as applicable, with the then next earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), and so on, until 100% of the Net Cash Proceeds from such Credit Agreement Refinancing Indebtedness has been applied to the Loans and/or to reduce Revolving Credit Commitments as required by this clause (ii).

(e)All prepayments of Term Loans required by this Section 2.13 shall be applied (x) ratably to each Class of Term Loans then outstanding (other than as required or permitted pursuant to clause (d)(ii) above); provided that to the extent an Event of Default then exists, such prepayment shall be applied in accordance with Section 2.17(b), and (y) against the remaining scheduled installments of principal due in respect of each Class or Series of Term Loans in direct order of maturity.  Repayments of Loans and reductions of Revolving Credit Commitments required to be made by clause (d)(ii) above shall be applied to the Class or Classes of Loans required by such clause.  Each of the foregoing application provisions may be modified as expressly provided in Section 2.25 in connection with a Refinancing Amendment.

(f)Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans of a given Class the option to waive their pro rata share of a mandatory prepayment of Term Loans of such Class which is to be made pursuant to (c), (d) or (i) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f).  If the Borrower elects to exercise the option referred to in the immediately preceding sentence the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. three Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders of such Class of Term Loan indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans of such Class.  The Borrower’s offer to permit the relevant Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders of such Class of Term Loan (based on the amount of Term Loans of such Class on the date of prepayment).  In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Borrower thereof which notice shall

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also include the amount such Lender desires to receive in respect of such prepayment.  If any Term Loan Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment.  If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment.  In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Borrower shall retain 100% of the amount so waived by such Lender.  Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders of a given Class waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans of such Class waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans of such Class, then the amount actually applied to the repayment of Term Loans of Lenders of such Class which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans of such Class shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the Other Term Loan Lenders of such Class of Term Loans hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans of such Class which remains outstanding after giving effect to such application.  Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f).

(g)Each amount required to be used to make an offer to repay Term Loans pursuant to Section 2.13(b) (the “Mandatory Offer Amount”) in accordance with this Section 2.13(g) (with any such offer to repay being herein called an “Offer to Repay Term Loans”) shall be subject to the following requirements: (1) first, (A) the Borrower shall deliver a notice (each, an “Offer to Repay Notice”) to the Administrative Agent (for distribution to the First-Lien Term Loan Lenders) irrevocably and unconditionally offering to repay on a pro rata basis to each of the First-Lien Term Loans under each First-Lien Term Loan Facility with the respective Net Cash Proceeds of the event giving rise to such Offer to Repay Term Loans pursuant to Section 2.13(b), which notice shall set forth (i) the date of the proposed consummation of such Offer to Repay Term Loans (which shall be no later than the fifth Business Day following delivery of the respective Offer to Repay Notice), (ii) the last Business Day on which such Offer to Repay Term Loans may be accepted or declined (which shall in no event be later than the date occurring three Business Days after the date of delivery of such Offer to Repay Notice) and (iii) the aggregate principal amount of the First-Lien Term Loans under each Term Loan Facility subject to such Offer to Repay Term Loans and (B) unless the Required Lenders shall have otherwise instructed the Administrative Agent on or prior to the last Business Day on which such Offer to Repay Term Loans may be accepted or declined, the Borrower shall repay First-Lien Term Loans of those Lenders that have accepted the Borrower’s respective Offer to Repay Term Loans; (2) second, to the extent that 100% of the Mandatory Offer Amount is not utilized to prepay First-Lien Term Loans pursuant to an Offer to Repay Term Loans in accordance with preceding clause (1) (i.e., because one or more Lenders did not accept such offer), the Borrower may elect to permanently reduce the Revolving Credit Commitments of the Revolving Credit Lenders pursuant to Section 2.09 in amount equal to such excess (and make any payments required pursuant to Section 2.13(a) as a result of such reduction of the Revolving Credit Commitments) and (3) third, to the extent that 100% of the Mandatory Offer Amount is not utilized to prepay

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First-Lien Term Loans pursuant to an Offer to Repay Term Loans in accordance with preceding clause (1) and/or reduce the Revolving Credit Commitments in accordance with preceding clause (2), the Borrower shall deliver an Offer to Repay Notice to the Administrative Agent (for distribution to the Second-Lien Term Loan Lenders) irrevocably and unconditionally offering to repay on a pro rata basis to each of the Second-Lien Term Loans under each Second-Lien Term Loan Facility with the remaining respective Net Cash Proceeds of the event giving rise to such Offer to Repay Term Loans pursuant to Section 2.13(b) not theretofore applied pursuant to clause (1) or (2) above, which notice shall set forth (i) the date of the proposed consummation of such Offer to Repay Term Loans (which shall be no later than the fifth Business Day following delivery of the respective Offer to Repay Notice), (ii) the last Business Day on which such Offer to Repay Term Loans may be accepted or declined (which shall in no event be later than the date occurring three Business Days after the date of delivery of such Offer to Repay Notice) and (iii) the aggregate principal amount of the Second-Lien Term Loans under each Term Loan Facility subject to such Offer to Repay Term Loans and (B) unless the Required Second-Lien Lenders shall have otherwise instructed the Administrative Agent on or prior to the last Business Day on which such Offer to Repay Term Loans may be accepted or declined, the Borrower shall repay Second-Lien Term Loans of those Lenders that have accepted the Borrower’s respective Offer to Repay Term Loans. Notwithstanding the foregoing provisions of this clause (g) or any other clause of this Section 2.13, the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans subject to an Offer to Repay Term Loans constitute “securities” for purposes of either the Securities Act or the Exchange Act.

(h)If a Change of Control shall occur, unless the Borrower shall have given notice to prepay all of the Second-Lien Term Loans pursuant to Section 2.12, the Borrower shall within 30 days of such Change of Control offer to repay all or any part of each Second-Lien Term Loan Lender’s outstanding Second-Lien Term Loans (with any such offer to repay a “Change of Control Offer”), subject to the following requirements: (A) the Borrower shall deliver a notice to the Administrative Agent (for distribution to the Second-Lien Lenders) irrevocably and unconditionally offering to repay on a pro rata basis to each of the Second-Lien Term Loans of the Second-Lien Term Lenders an amount in cash equal to 101% of the aggregate principal amount of Second-Lien Term Loans to be repaid plus accrued and unpaid interest on a date which shall be no earlier than 30 days and no later than 60 days from the date such notice and (B) on or prior to the last Business Day on which such Change of Control Offer may be accepted or declined, the Borrower shall repay the Second-Lien Term Loans of those Second-Lien Term Loan Lenders that have accepted the Borrower’s respective Change of Control Offer as provided above. Notwithstanding the foregoing provisions of this clause (h) or any other clause of this Section 2.13, the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Second-Lien Term Loans subject to a Change of Control Offer constitute “securities” for purposes of either the Securities Act or the Exchange Act.

Section 2.14.  Reserve Requirements; Change in Circumstances.  (a)  Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on

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such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be (i) to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Loan or (ii) to increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)If any Lender or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), in each case by an amount deemed by such Lender or such Issuing Bank to be material, then the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c)A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or such Issuing Bank, as applicable, the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.

(d)Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period.  The protection of this Section shall be available to each Lender and the respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed; provided that if, after the payment of any amounts by the Borrower under this Section, any Change in Law in respect of

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which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issuing Bank, then such Lender or Issuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such Change in Law.

(e)Notwithstanding anything in this Section 2.14 to the contrary, this Section 2.14 shall not apply to any Change in Law with respect to Taxes, which shall be governed exclusively by Section 2.20.

Section 2.15.  Change in Legality.  (a)  Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:

(i)such Lender may declare that dollar denominated Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii)such Lender may require that all outstanding Eurodollar Loans made by such Lender shall be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b)For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.  Such Lender shall withdraw such notice promptly following any date on which it becomes lawful for such Lender to make and maintain Eurodollar Loans or give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan.

Section 2.16.  Indemnity.  The Borrower shall indemnify each Lender against any actual loss or reasonable out-of-pocket expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its

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obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder other than by operation of Section 2.08 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder.  In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period (exclusive of any loss of anticipated profits).  A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error and such certificate shall set forth in reasonable detail the manner in which such amount was determined and such amounts shall be due within 30 days after the receipt of such notice.

Section 2.17.  Pro Rata Treatment; Intercreditor Agreements. (a)  Except as provided below in this Section 2.17 and as required under Sections 2.13, 2.14, 2.15, 2.16, 2.20 or 2.21, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fee and the L/C Participation Fee, each reduction of the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Loans).  For purposes of determining the available Revolving Credit Commitments of the Lenders at any time (but subject to the last sentence of Section 2.05(a)), each outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Credit Commitments.  In addition, in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

(b)Notwithstanding anything to the contrary contained in this Agreement, any payment or other distribution (whether from proceeds of collateral or any other source, whether in the form of cash, securities or otherwise, and whether made by any Loan Party or in connection with any exercise of remedies by the Administrative Agent or any Lender) made or applied in respect of any of the Obligations during the existence of an Event of Default or during or in connection with Insolvency Proceedings involving any Loan Party (or any plan of liquidation, distribution or reorganization in connection therewith), shall be made or applied, as the case may be, in the following order of priority (with higher priority Obligations to be paid in full prior to any payment or other distribution in respect of lower priority Obligations):  (i) first,

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to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Collateral Agent and the Administrative Agent in their capacities as such and the Issuing Banks in their capacity as such (ratably among the Collateral Agent, the Administrative Agent and the Issuing Banks in proportion to the respective amounts described in this clause first payable to them); (ii) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder, including attorney fees (ratably among such Lenders in proportion to the respective amounts described in this clause second payable to them); (iii) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including any default interest) on the Loans and L/C Exposure (ratably among such Lenders in proportion to the respective amounts described in this clause third payable to them), including interest accruing after the filing or commencement of Insolvency Proceedings in respect of any Loan Party, whether or not any claim for post-filing or post-petition interest is or would be allowed, allowable or otherwise enforceable in any such Insolvency Proceedings; (iv) fourth, to the Administrative Agent for the account of the Issuing Banks, to cash collateralize any L/C Exposure then outstanding; (v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Exposure (including any termination payments and any accrued and unpaid interest thereon) (ratably among such Lenders in proportion to the respective amounts described in this clause fifth held by them) and amounts constituting Hedging Obligations; and (vi) last, in the case of proceeds of collateral, the balance, if any, thereof, after all of the Obligations (including, without limitation, all Obligations in respect of L/C Exposure but excluding any contingent obligations) have been paid in full, to the Borrower or as otherwise required by Applicable Law.  Each Lender agrees that the provisions of this Section 2.17 (including, without limitation, the priority of the Obligations as set forth herein) constitute an intercreditor agreement among them for value received that is independent of any value received from the Loan Parties, and that such agreement shall be enforceable as against each Lender, including, without limitation, in any Insolvency Proceedings in respect of any Loan Party, to the same extent that such agreement is enforceable under applicable non-bankruptcy law (including, without limitation, pursuant to Section 510(a) of the U.S. federal Bankruptcy Code or any comparable provision of applicable insolvency law), and that, if any Lender receives any payment or distribution in respect of any Obligation (including, without limitation, in connection with any Insolvency Proceedings or any plan of liquidation, distribution or reorganization therein) to which such Lender is not entitled in accordance with the priorities set forth in this Section 2.17, such amount shall be held in trust by such Lender for the benefit of the Person or Persons entitled to such payment or distribution hereunder, and promptly shall be turned over by such Lender to the Administrative Agent for distribution to the Person or Persons entitled to such payment or distribution in accordance with this Section 2.17.

Section 2.18.  Sharing of Setoffs.  Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously

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to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.  The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Section 2.19.  Payments.  (a)  All payments made by the Borrower hereunder or under any Note will be made without set-off, counterclaim or other defense.  The Borrower shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 3:00 p.m. on the date when due in immediately available funds.  Except as otherwise provided herein, each payment by the Borrower with respect to any Loan or Letter of Credit and each reimbursement of reimbursable expenses or indemnified liabilities shall be made in the currency in which such Loan was made, such Letter of Credit issued or such expense or liability was incurred.  Each such payment (other than (i) Issuing Bank Fees, which shall be paid directly to the relevant Issuing Bank, (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender, except as otherwise provided in Section 2.22(e)) and (iii) amounts payable under Sections 2.14, 2.16, 2.20 or 2.21, which shall be paid directly to the Person entitled thereto) shall be made to the Administrative Agent at its offices at Deutsche Bank AG New York Branch, 90 Hudson Street, Jersey City, NJ 07302, Attn:  Noreen Young, Tel: (201) 593-2445, Fax: (201) 593-2314, Email:  noreen.young@db.com or such other office specified by the Administrative Agent to the Borrower.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.

(b)Amounts to be applied pursuant to Section 2.13 to the prepayment of Term Loans shall be applied, as applicable, first to reduce outstanding ABR Loans.  Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans.  Notwithstanding the foregoing, if the amount of any prepayment of Loans required under Section 2.13 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the balance of such

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required prepayment shall be either (A) deposited in a deposit account maintained in the name of the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans (with all interest accruing thereon for the account of the Borrower) or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.16.  Notwithstanding any such deposit in such deposit account, interest shall continue to accrue on such Loans until prepayment.

Section 2.20.  Taxes.  (a)  Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided, that if any Taxes are required to be withheld or deducted from such payments, then for such Indemnified Taxes or Other Taxes, as the case may be, (i) such Borrower or such Loan Party shall make such deductions or withholdings, (ii) the Borrower or such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) in the case of any Indemnified Taxes or Other Taxes required to be deducted or withheld, the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings for such Indemnified Taxes or Other Taxes, as the case may be, been made.

(b)In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes (but not Other Taxes) were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if, after the payment of any amounts by the Borrower under this Section, any such Indemnified Taxes in respect of which a payment was made are thereafter determined to have been incorrectly or illegally imposed, then the relevant recipient of such payment shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such Indemnified Taxes; provided, further, that the Borrower shall not be required to indemnify the Administrative Agent, any Lender or any Issuing Bank pursuant to this Section 2.20(c) for any amounts incurred more than six months prior to the date such Administrative Agent, Lender or Issuing Bank, as applicable, notifies the Borrower of its intention to claim compensation therefor.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on behalf of itself, a Lender or an Issuing Bank, shall be conclusive absent manifest error.

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(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Each Foreign Lender shall promptly (a) furnish to the Borrower (with a copy to the Administrative Agent) on or before the date it becomes a party to the Agreement either (i) two accurate and complete originally executed copies of U.S. Internal Revenue Service (“IRS”) Form W-8BEN (or successor form), (ii) two accurate and complete originally executed copies of IRS Form W-8ECI (or successor form), (iii) two accurate and complete originally executed copies of IRS Form W-8IMY (or successor form) together with any required attachments, certifying, in any case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all payments hereunder and (b) provide to the Borrower (with a copy to the Administrative Agent) a new Form W-8BEN (or successor form), Form W-8ECI (or successor form) or Form W-8IMY (or successor form) together with any required attachments upon (i) the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any payment hereunder, (ii) the occurrence of any event requiring a change in the most recent form previously delivered by it and (iii) from time to time if requested by the Borrower or the Administrative Agent; provided that any Foreign Lender that is relying on the so-called “portfolio interest exemption” shall also furnish a “Non-Bank Certificate” in the form of Exhibit E together with a Form W-8BEN.  If a payment made to a Foreign Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Foreign Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Foreign Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Foreign Lender has complied with such Foreign Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.

(f)Any Lender or Issuing Bank that is a United States Person, as defined in Section 7701(a)(30) of the Code, shall deliver to the Borrower (with a copy to the Administrative Agent), at the times specified in Section 2.20(e), two accurate and complete original signed copies of IRS Form W-9, or any successor form that such Person is entitled to provide at such time, in order to qualify for an exemption from United States back-up withholding requirements.

(g)If the Administrative Agent, a Lender or an Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid

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additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that (i) the Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental Authority and, (ii) nothing herein contained shall interfere with the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(h)In addition, each Lender or Issuing Bank shall use its reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its applicable lending office if such change would avoid any requirement of applicable laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender or Issuing Bank and if such change would not, in the sole good faith determination of such Lender or Issuing Bank result in any additional costs, expenses or risks or be otherwise disadvantageous to it.

Section 2.21.  Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.  (a)  In the event (i) any Lender or any Issuing Bank requests compensation pursuant to Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.20, (iv) any Lender shall become a Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all affected Lenders in accordance with the terms of Section 9.08 or all the Lenders with respect to a certain Class of Loans and such amendment, waiver or other modification is consented to by the Required Lenders or the Required Class Lenders for such Class, as applicable (any such Lender, a “Non-Consenting Lender”), the Borrower may, at its sole cost and expense, upon notice to such Lender or such Issuing Bank, as the case may be, upon notice to the Administrative Agent and such Non-Consenting Lender, either:

(x)replace such Lender or Issuing Bank, as the case may be, by causing such Lender or Issuing Bank to (and such Lender or Issuing Bank shall be obligated to) assign at par 100% of its relevant Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest and fees pursuant to Section 9.04 (with the assignment fee to be waived in such instance) all of its relevant rights and obligations under this Agreement to one or more Persons (which Persons shall otherwise be subject

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to the approval rights set forth in Section 9.04(b)); provided that (A) the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree, (B) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments; or

(y)terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (1) in the case of a Lender (other than an Issuing Bank), repay all Obligations (other than contingent obligations) of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all Obligations of the Borrower owing to such Issuing Bank relating to the Loans and participations held by the Issuing Bank as of such termination date other than any Obligations pertaining to any Subject Letters of Credit.

Notwithstanding anything to the contrary contained above in this Section 2.21, unless an Issuing Bank is removed and replaced with a successor Issuing Bank at the time the Borrower exercises its rights under this Section 2.21 (in which case the provisions of Section 2.23(i) shall apply), any Issuing Bank having undrawn Letters of Credit issued by it (the “Subject Letters of Credit”) whose Commitments and Obligations are to be repaid or terminated pursuant to the foregoing provisions of this Section 2.21 shall (x) remain a party hereto until the expiration or termination of the Subject Letters of Credit, (y) not issue (or be required to issue) any further Letters of Credit hereunder and (z) continue to have all rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents solely with respect to the Subject Letters of Credit until all of the Subject Letters of Credit have expired, been terminated or become subject to an L/C Backstop (including all rights of reimbursement pursuant to Sections 2.23(d), (e), (f) and (h) for any L/C Disbursement made by such Issuing Bank and all voting rights of an Issuing Bank (but such voting rights shall be limited to pertain solely to L/C Disbursements in respect of the Subject Letters of Credit, any Fee payable to the Issuing Bank in respect of the Subject Letters of Credit, and the rights or duties of the Issuing Bank in respect of the Subject Letters of Credit), but excluding any consent rights as an Issuing Bank under Section 9.04(b)).

Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21.

(b)If (i) any Lender or any Issuing Bank requests compensation under Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20, then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) (x) to file any certificate or document reasonably requested by the Borrower or (y) to

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assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future.

Section 2.22.  Swingline Loans.  (a)  Subject to the terms and conditions herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time on or after the Closing Date and until the termination its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (i) the principal amount of all Swingline Loans exceeding $25,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment; provided that notwithstanding the foregoing, the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans.  Each Swingline Loan shall be denominated in dollars and shall be in a principal amount that is a minimum amount of $100,000 and integral multiple of $100,000 in excess thereof.  The Swingline Commitment may be terminated or reduced from time to time as provided herein.  Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein without any premium or penalty.

(b)The Borrower shall notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not later than 12:30 p.m. on the Business Day of a proposed Swingline Loan.  Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan.  The Swingline Lender shall make each Swingline Loan available to such Borrower by means of a credit to an account designated by the Borrower promptly on the date such Swingline Loan is so requested.

(c)The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 2:00 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d)Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).

(e)The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which

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Revolving Credit Lenders will participate.  The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan.  In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan.  Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear.  The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.

Section 2.23.  Letters of Credit.  (a)  The Borrower may request the issuance of a Letter of Credit on a sight basis for its own account or for the account of any of its subsidiaries, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time on or after the Closing Date and prior to the earlier to occur of (i) the termination of its L/C Commitment and (ii) the date that is five Business Days prior to the latest Revolving Credit Maturity Date.  This Section shall not be construed to impose an obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement or if any Letter of Credit requested to be issued (or amended, as applicable) would have a stated expiry date after the next Revolving Credit Maturity Date and the aggregate face amount of all Letters of Credit having stated expiry dates after the next Revolving Credit Maturity Date would exceed the amount of the Revolving Credit Commitments that have maturities after such Revolving Credit Maturity Date, unless, with the consent of the relevant Issuing Bank, the Borrower provides cash collateral in an amount equal to not less than 100% of such overage.  Letters of Credit shall be denominated in dollars.

(b)In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Borrower shall deliver a notice (a “Letter of Credit Request”) to the relevant Issuing Bank and the Administrative Agent (reasonably, and in any event, unless waived by the relevant Issuing Bank, no later than two Business Days in advance of the requested date of issuance, amendment, renewal or extension) requesting the issuance of a

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Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended and specifying (i) the date of issuance, amendment, renewal or extension, (ii) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), (iii) the amount of such Letter of Credit, (iv) the name and address of the beneficiary thereof and (v) such other information as the relevant Issuing Bank may reasonably request with respect to such Letter of Credit.  A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $75,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment.  Promptly after receipt of any Letter of Credit Request, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof.  Subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or one of its subsidiaries or enter into the applicable amendment, as the case may be.  Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the date of the issuance of such Letter of Credit and the latest Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date (such date, a “Letter of Credit Expiration Date”); or an L/C Backstop exists (the “Letter of Credit Expiration Date”); provided, however, that a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit (an “Auto-Renewal Letter of Credit”) shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the latest Revolving Credit Maturity Date unless an L/C Backstop exists) unless the relevant Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date that such Letter of Credit will not be renewed.  Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that (i) the relevant Issuing Bank may, at its option, not permit any such renewal if the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.23(l) or otherwise) and (ii) the relevant Issuing Bank shall not permit any such renewal if it has received notice (which may be by telephone or in writing) five Business Days prior to the day that is 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied or waived.

(d)By the issuance of a Letter of Credit and without any further action on the part of an Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Revolving

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Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f).  Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Upon any change in the Revolving Credit Commitments or Pro Rata Percentages of the Revolving Credit Lenders pursuant to Section 2.21 or 9.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed L/C Disbursements relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.23(d) to reflect the new Pro Rata Percentages of each Revolving Credit Lender.

(e)If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on the second Business Day following the day the Borrower receives notice of such L/C Disbursement.

(f)(i)  The Borrower’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of the existence of any claim, setoff, defense or other right that the Borrower or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other Person, including any defense based on the failure of any draft or other document presented under a Letter of Credit to comply with the terms of such Letter of Credit; provided, that the Borrower shall not be obligated to reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank as a result of the Issuing Bank’s gross negligence, bad faith, willful misconduct or breach of its obligations in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(ii)Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any draft, demand, certificate or other document expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the Issuing Banks, the Agents nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (x) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable, (y) any action taken or omitted in the absence of gross negligence or willful misconduct or (z) the due execution, effectiveness, validity or enforceability of any document or

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instrument related to any Letter of Credit or Letter of Credit Request.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude either Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement; provided further that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise the standard of care set forth above when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(g)The relevant Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  The relevant Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the Borrower of such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligations to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.

(h)If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on the same day that such L/C Disbursement is made, the unpaid amount thereof shall bear interest for the account of an Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by the Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount were an ABR Revolving Loan.

(i)An Issuing Bank may be removed at any time by the Borrower by notice from the Borrower to such Issuing Bank, the Administrative Agent and the Lenders.  Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank (which Lender shall be reasonably acceptable to the Administrative Agent), such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank.  At the time such removal shall become effective, the Borrower shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii).  The acceptance of any appointment as an Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, the Borrower and the Administrative Agent, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the resignation or removal of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and

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the other Loan Documents with respect to Letters of Credit issued by it prior to such removal, but shall not be required to issue additional Letters of Credit.

(j)If the maturity of any of the Loans under the Credit Facilities has been accelerated and the Borrower shall have received notice from the Administrative Agent (at the request of the Required Revolving Lenders) or the Required Revolving Lenders, the Borrower shall deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C Exposure as of such date.  Such deposit shall be held by the Collateral Agent as collateral for the payment of the Obligations.  The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits in Cash Equivalents, which investments shall be made at the option and sole discretion of the Collateral Agent for the benefit of the Borrower, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Until such acceleration is rescinded, moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Exposure at such time and (iii) subject to the consent of the Required Revolving Lenders, be applied to satisfy the Obligations.  If the Borrower are required to provide an amount of cash collateral hereunder as a result of the acceleration of the Loans under the Credit Facilities, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days to the extent any such acceleration has been rescinded.

(k)The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement.  Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.

(l)An Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular;

(ii)the issuance of such Letter of Credit would violate any applicable laws binding upon such Issuing Bank; and

(iii)any Revolving Credit Lender is a Defaulting Lender at such time, unless such Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters

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of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the L/C Exposure.

(m)Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict or inconsistency between the terms hereof and the terms of any Letter of Credit Requests, reimbursement agreements or similar agreements, the terms hereof shall control.

Section 2.24.  Incremental Credit Extensions.  (a)  The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, specifying which Class or Classes of Loans are affected (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Series of first-lien term loans under this Section 2.24 (the “Incremental First-Lien Term Loans”), (ii) one or more increases in the amount of the Revolving Credit Commitments under this Section 2.24 (each such increase, a “Revolving Commitment Increase” and, together with any Incremental First-Lien Term Loans, a “First-Lien Credit Increase”) or (iii) one or more additional Series of second-lien term loans under this Section 2.24 (the “Incremental Second-Lien Term Loans” and, together with any First-Lien Credit Increase, a “Credit Increase”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist.  Each Credit Increase shall be in an aggregate principal amount that is not less than $25,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is reasonably acceptable to the Administrative Agent).  Notwithstanding anything to the contrary herein, the aggregate amount of the First-Lien Credit Increases incurred after the First Amendment Effective Date shall not exceed the maximum amount at the time of such proposed Credit Increase that could be incurred such that after giving pro forma effect to such First-Lien Credit Increase, the Senior Secured Net Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent.  Each Incremental First-Lien Term Loan (1) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the First-Lien Term Loans and shall rank pari passu in right of payment and senior in right of security to the Second-Lien Term Loans, (2) shall not mature earlier than the Latest Maturity Date applicable to First-Lien Term Loans then in effect, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Class of the First-Lien Term Loans (without giving effect to annual amortization on any Incremental First-Lien Term Loans not in excess of 1% of the principal amount thereof), (4) shall be treated in the same manner as the First-Lien Term Loans for purposes of Section 2.13(e), Section 2.13(g) and Section 2.17(b), (5) the interest rates and amortization schedule applicable to any Incremental First-Lien Term Loans shall be determined by the Borrower and the Lenders thereunder, and (6) subject to the above, any terms for Incremental First-Lien Term Loans that are inconsistent with the then-existing First-Lien Term Loans shall be reasonably satisfactory to the Administrative Agent.  Each Incremental Second-Lien Term Loan (1) shall rank pari passu in right of payment and of security with the Second-Lien Term Loans and shall rank pari passu in right of payment and junior in right of security to the Revolving Credit Loans and the First-Lien Term Loans, (2) shall not mature earlier than the Second-Lien Term Loan Maturity Date, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Second-Lien Term Loans, (4) shall be treated in the same manner as the Second-Lien Term Loans for purposes of Section

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2.13(e), Section 2.13(g) and Section 2.17(b), (5) the interest rates and amortization schedule applicable to any Incremental Second-Lien Term Loans shall be determined by the Borrower and the Lenders thereunder, (6) shall, in the case of Incremental Second-Lien Term Loans incurred after the Second Restatement Effective Date, constitute Credit Agreement Refinancing Indebtedness in respect of the outstanding Second-Lien Term Loans, and (7) subject to the above, any terms for Incremental Second-Lien Term Loans that are inconsistent with the then-existing Second-Lien Term Loans shall be reasonably satisfactory to the Administrative Agent.  Each notice from the Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Credit Increases.  Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by any Additional Lender.  The Arrangers agree, upon the request of the Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such requested Incremental Term Loans or Revolving Commitment Increases; provided that the Arrangers’ agreement to use such efforts does not constitute a commitment to provide any such requested Incremental Term Loans or Revolving Commitment Increases.

(b)Commitments in respect of Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent.  The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effectuate the provisions of this Section 2.24.  The effectiveness of any Incremental Amendment shall be subject to the satisfaction (or waived) on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Credit Event” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment).  The Borrower may use the proceeds of Incremental Term Loans for any purpose not prohibited by this Agreement.  No Lender shall be obligated to provide any Credit Increases unless it so agrees in its sole discretion.  Upon each increase in the Revolving Credit Commitments of a given Class pursuant to this Section, each Revolving Credit Lender of the affected Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase for such Class (each, a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans, in each case of such Class, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender of the affected Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders of the affected Class represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the

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date of such increase, there are any Revolving Loans of the affected Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16.

(c)The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.  The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Term Loans or any such new Commitments.

(d)This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Section 2.25.  Refinancing Amendments.  At any time after the Third Restatement Effective Date, any Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) and/or (b) all or any portion of the Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Credit Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Credit Commitments, respectively, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with, or at the option of the Borrower, may be subordinated in right of payment and/or security (or be unsecured) to the other Loans and Commitments hereunder, (ii) have such pricing and call protection terms as may be agreed by the Borrower and the Lenders thereof, (iii) the Effective Yield with respect to each Class of Other Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in the applicable Refinancing Amendment; provided that (x) if any Original Extended Term Loans remain outstanding at the time of the effectiveness of any Refinancing Amendment that is consummated prior to the date which is 18 months after the First Restatement Effective Date and that relates to a new Class or Classes of Other Term Loans, then to the extent the Effective Yield in respect of such Class of Other Term Loans shall at any time (over the life of such Other Term Loans) exceed by more than 0.25% the Effective Yield on the Original Extended First-Lien Term Loans, the Applicable Percentage applicable to such Original Extended First-Lien Term Loans shall be increased to the extent necessary so that at all times thereafter the Original Extended First-Lien Term Loans do not receive less than the Effective Yield with respect to such new Other Term Loans, less 0.25% per annum and (y) if any Additional Extended Term Loans remain outstanding at the time of the effectiveness of any

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Refinancing Amendment that is consummated prior to the date which is 18 months after the Second Restatement Effective Date and that relates to a new Class or Classes of Other Term Loans constituting First-Lien Term Loans, then to the extent the Effective Yield in respect of such Class of Other Term Loans shall at any time (over the life of such Other Term Loans) exceed by more than 0.25% the Effective Yield on the Additional Extended First-Lien Term Loans, the Applicable Percentage applicable to such Additional Extended First-Lien Term Loans shall be increased to the extent necessary so that at all times thereafter the Additional Extended First-Lien Term Loans do not receive less than the Effective Yield with respect to such new Other Term Loans, less 0.25% per annum, (iv) except as provided in Section 2.13(d)(ii) or as may be agreed to by the Lenders and Additional Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Person’s providing such Credit Agreement Refinancing Indebtedness waiving their pro rata share of any applicable prepayment or repayment), each Class of Other Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (but not amortization payments) of the other Classes of Term Loans and (v) otherwise be treated hereunder no more favorably with respect to covenants and events of default, than the Refinanced Debt, except that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.  The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Credit Event” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Refinancing Amendment and such other conditions as may be agreed by the Borrower and the Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in a Refinancing Amendment) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact, change to counsel’s form of opinions and other customary changes consistent with prevailing market practice reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the relevant Collateral Agent in order to ensure that the Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.  Any Other Term Loans and/or Other Revolving Commitments (any corresponding Revolving Credit Exposure) converted from or exchanged for any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Other Term Loan or Other Revolving Commitment, as applicable.  Each Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than an amount to be agreed between the Borrower and the Administrative Agent.  Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the then-extant Revolving Credit Commitments (it being understood that

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such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-extant Revolving Credit Commitments) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment (each, a “Refinancing Effective Date”).  Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Credit Commitments and/or Other Term Commitments) and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 9.08(c).  On any Refinancing Effective Date on which Other Revolving Credit Commitments are effected, subject to the satisfaction (or waiver) of the foregoing terms and conditions, (a) the Revolving Loans of any existing Revolving Credit Lender who is providing a new Other Revolving Credit Commitment on such date and whose existing Revolving Credit Commitment is being reduced on such date pursuant to Section 2.09 in connection therewith shall be converted into Revolving Loans under such Lender’s new Other Revolving Credit Commitment being provided on such date in the same ratio as (x) the amount of such Lender’s new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing Revolving Credit Commitment prior to any reduction of such Lender’s Revolving Credit Commitment pursuant to Section 2.09 in connection therewith and (b) each of the Revolving Credit Lenders with Other Revolving Credit Commitments of the applicable Class shall purchase from each of the other Lenders with Other Revolving Credit Commitments of such Class, at the principal amount thereof, such interests in the Other Revolving Loans under such Class of Other Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other Revolving Loans of such Series will be held by Revolving Credit Lenders with such Series of Other Revolving Credit Commitments ratably in accordance with their respective Other Revolving Credit Commitments of such Series.  Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.25 and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, and this Section 2.25 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants (it being understood that, for purposes of the representations and warranties made in the Loan Documents on the Closing Date, such representations and warranties shall be construed as though the Transactions have been consummated) to the Administrative Agent, the Collateral Agent, each Issuing Bank and each of the Lenders that:

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Section 3.01.  Organization; Powers.  Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and in good standing (where relevant) under the laws of the jurisdiction of its organization, except where the failure to be duly organized or formed or to exist (other than in the case of the Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing (where relevant) could not reasonably be expected to result in a Material Adverse Effect, and (d) has the requisite corporate power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party.

Section 3.02.  Authorization.  The execution, delivery and performance of the Loan Documents (a) have been duly authorized by all requisite corporate or other organizational and, if required, stockholder or member action of each Loan Party and (b) will not (i) violate (A) any provision (x) of any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (B) any applicable order of any Governmental Authority, (C) any provision of the New Senior Notes Documentation or the Existing Notes due 2015 or (D) any provision of any other material indenture, agreement or other instrument to which any Loan Party or any Restricted Subsidiary is a party or by which any of them or any of their property is bound, (ii) be in conflict with, result in a breach of or constitute (alone or would with notice or lapse of grace period or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (x) the New Senior Notes Documentation or the Existing Notes due 2015 or (y) any other such material indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Loan Party or any Restricted Subsidiary (other than Liens created or permitted hereunder or under the Security Documents); except with respect to clauses (b)(i) through (b)(iii) above of this Section 3.02 (other than clauses (b)(i)(A)(y), (b)(i)(C) and (b)(ii)(x)), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.

Section 3.03.  Enforceability.  This Agreement and each other Loan Document (when delivered) have been duly executed and delivered by each Loan Party which is a party thereto.  This Agreement and each other Loan Document delivered on the Closing Date constitutes, and each other Loan Document when executed and delivered by each Loan Party which is a party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.

Section 3.04.  Governmental Approvals.  Except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any

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Governmental Authority is necessary or will be required in connection with the execution, delivery and performance of the Loan Documents by the Loan Parties, except for (a) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and required to enforce the rights of the Lenders under the Security Documents as expressly set forth therein, (b) such as have been made or obtained and are in full force and effect and (c) filings and registrations set forth on Schedule 3.04.

Section 3.05.  Financial Statements.  (a)  The Borrower’s consolidated balance sheets and related statements of income, stockholder’s equity and cash flows as of and for the fiscal year ended December 31, 2006, audited by and accompanied by the report of KPMG LLP present fairly in all material respects the financial condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods.  Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein.

(b)The Borrower has heretofore delivered to the Administrative Agent its unaudited pro forma consolidated balance sheet and related pro forma statements of income and cash flows as of the fiscal quarter ended September 30, 2007, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the four-fiscal quarter period ending on such date.  Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions believed by the Borrower on the date of delivery thereof to be reasonable, are based in all material respects on the information reasonably available to the Borrower as of the date of delivery thereof, reflect in all material respects the adjustments required to be made to give effect to the Transactions, it being understood and agreed by the Lenders that actual adjustments may vary from the pro forma adjustments and actual results may vary from such projected results and, in each case, such variations may be material.

Section 3.06.  No Material Adverse Change.  Since the Closing Date, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 3.07.  Title to Properties.  Each Loan Party and each Restricted Subsidiary has good title in fee simple with respect to any real property owned by such Loan Party or Restricted Subsidiary to, valid leasehold interests in or rights to use, all its material real properties and other assets other than (i) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes, (ii) except where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) Permitted Liens.

Section 3.08.  Subsidiaries.  Schedule 3.08 sets forth as of the Closing Date a list of all subsidiaries of Holdings, the jurisdiction of their formation or organization, as the case may be, and the ownership interest of such subsidiary’s parent company therein, and such Schedule shall denote which subsidiaries as of the Closing Date are not Subsidiary Guarantors.

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Section 3.09.  Litigation; Compliance with Laws. (a)  Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any Loan Party or any Restricted Subsidiary or any business, property or rights of any such Person that has a reasonable likelihood of adverse determination and such adverse determination could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)None of the Loan Parties or any Restricted Subsidiary or any of their respective material properties is in violation of any applicable law, rule or regulation, or is in default with respect to any judgment, writ, injunction, decree or binding order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Section 3.10.  Use of Proceeds; Federal Reserve Regulations.  (a)  (i)  All proceeds of the First-Lien Term Loans made on the Closing Date will be used by the Borrower to finance the Merger and the Refinancing, working capital and general corporate purposes and to pay fees, expenses and costs incurred in connection with the Transaction; and (ii) all proceeds of the Additional Extended First-Lien Term Loans made (or deemed to be made) on the Third Restatement Effective Date will be used by the Borrower (A) to refinance in full (x) all of the Existing First-Lien Term Loans and (y) all Revolving Loans, in each case outstanding as of, but prior to giving effect to, the Third Restatement Effective Date and to pay fees, expenses and costs incurred in connection therewith and (B) to the extent any such proceeds remain following compliance with preceding clause (A), for general corporate purposes.

(b)All proceeds of the Revolving Loans, Swingline Loans and the Incremental Term Loans (other than Second-Lien Term Loans) will be used for the working capital and other general corporate purposes of Holdings, the Borrower and its Subsidiaries, including, without limitation Permitted Acquisitions.

(c)All proceeds of the First-Lien Incremental Term Loans will be used by the Borrower to pay a portion of the cash consideration for the Gresham Acquisition and to pay the fees, expenses and costs incurred in connection with the Gresham Acquisition and the incurrence of the First-Lien Incremental Term Loans. All proceeds of the Tranche A First-Lien Term Loans incurred on the Second Amendment Effective Date will be used to repay and/or replace all First-Lien Incremental Term Loans, Original Extended First-Lien Term Loans and Additional Extended First-Lien Term Loans outstanding on the Second Amendment Effective Date.  All proceeds of the Tranche B First-Lien Term Loans incurred or Tranche B First-Lien Term Loans converted on the Third Amendment Effective Date will be used to repay and/or replace all Tranche A First-Lien Term Loans outstanding on the Third Amendment Effective Date.

(d)All proceeds of Tranche A Second-Lien Term Loans will be used solely to repay all “Second Lien Obligations” (as defined in the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date).  All proceeds of Tranche B Second-Lien Term Loans incurred or Tranche B Second-Lien Term Loans converted on the Third Amendment Effective Date will be used solely to repay and/or replace all Tranche A Second-Lien Term Loans outstanding on the Third Amendment Effective Date.

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(e)None of the Loan Parties or any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock for its own account or extending credit for the purpose of purchasing or carrying Margin Stock for its own account.

(f)No part of the proceeds of any Loan or any Letter of Credit will be used (i) to purchase or carry any Margin Stock for its own account or to extend credit to others for the purpose of purchasing or carrying any Margin Stock for its own account or (ii) for a purpose in violation of Regulation T, U or X issued by the Board.

Section 3.11.  Investment Company Act.  None of the Loan Parties or any Restricted Subsidiary is an “investment company” as defined in the Investment Company Act of 1940.

Section 3.12.  Taxes.  Each of the Loan Parties and each Restricted Subsidiary has except where the failure to so file or pay could not reasonably be expected to have a Material Adverse Effect, filed or caused to be filed (in each case after giving effect to any extensions and grace periods) all Federal, state and other material Tax returns, required to have been filed by it and has paid, caused to be paid, or made provisions for the payment of all Taxes due and payable by it and all material assessments received by it, except such Taxes and assessments that are not overdue by more than 45 days or the amount or validity of which are being contested in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.

Section 3.13.  No Material Misstatements.  As of the Closing Date, to the knowledge of the Borrower, the Confidential Information Memorandum and other written information, reports, financial statements, exhibits and schedules furnished by (as modified or supplemented by other information so furnished prior to the Closing Date) or on behalf of the Borrower to the Administrative Agent or the Lenders (other than projections and other forward looking information and information of a general economic or industry specific nature) on or prior to the Closing Date in connection with the transactions contemplated hereby (when taken as a whole) did not and, as of the Closing Date, does not (when taken as a whole) contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading.  The projections contained in the Confidential Information Memorandum were prepared in good faith on the basis of assumptions at the time of delivery thereof in each case based on information provided by the Borrower, believed by the Borrower to be reasonable in light of the conditions existing at the time of delivery of such projections, and represented, a reasonable good faith estimate of future financial performance by the Borrower and its Restricted Subsidiaries (it being understood that such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, that actual results may vary from projected results and such variances may be material and that the Borrower makes no representation as to the attainability of such projections or as to whether such projections will be achieved or will materialize).

Section 3.14.  Employee Benefit Plans.  No ERISA Event has occurred or could reasonably be expected to occur, that could reasonably be expected to result in a Material

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Adverse Effect.  Each Pension Plan and/or Foreign Plan is in compliance with the applicable provisions of ERISA, the Code and/or applicable law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect.  No Pension Event has occurred or could reasonably be expected to occur, which could reasonably be expected to result in a Material Adverse Effect.

Section 3.15.  Environmental Matters.  Except as otherwise provided in Schedule 3.15, or except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and each of their respective subsidiaries are in compliance with all applicable Environmental Laws, and have obtained, and are in compliance with, all permits required of them under applicable Environmental Laws, (ii) there are no claims, proceedings, investigations or actions by any Governmental Authority or other Person pending, or to the knowledge of the Borrower, threatened against any Loan Party or any of their respective subsidiaries under any Environmental Law, (iii) none of the Loan Parties or any of their respective subsidiaries has agreed to assume or accept responsibility, by contract, for any liability of any other Person under Environmental Laws and (iv) there are no facts, circumstances or conditions relating to the past or present business or operations of any Loan Party, any of their respective subsidiaries, or any of their respective predecessors (including the disposal of any wastes, hazardous substances or other materials), or to any past or present assets of any Loan Party or any of their respective subsidiaries, that could reasonably be expected to result in any Loan Party or any subsidiary incurring any claim or liability under any Environmental Law.

Section 3.16.  Security Documents.  All filings (including payment of any filing or recordation fees) and other actions necessary to perfect the Liens on the Collateral created under, and in the manner contemplated by, this Agreement and the Security Documents have been duly made or taken or otherwise provided for in a manner reasonably acceptable to the Collateral Agents in each case to the extent required by the terms of this Agreement, the Intercreditor Agreement or such Security Documents and the Security Documents create in favor of the Collateral Agents, for the benefit of the Secured Parties, a valid, and together with the completion of such filings (including payment of any filing or recordation fees) and other actions required by this Agreement, the Intercreditor Agreement, or the Security Documents, perfected Liens in the Collateral (to the extent that, (i) such perfection may be obtained under New York Law and (ii) with respect to Collateral that is intellectual property, a valid, perfected Lien in such Collateral is possible through such filings and other actions), securing the payment of the Secured Obligations, subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law; provided, however, the representation and warranty set forth in this Section 3.16 as it relates to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agents or any Lender with respect thereto shall be made only to the extent of comparable representations and warranties applicable to such Equity Interests or Collateral set forth in the Security Documents pursuant to which Liens on such Equity Interests or Collateral are purported to be granted.

Section 3.17.  Labor Matters.  Except as set forth in Schedule 3.17 and except in the aggregate to the extent the same has not had and could not be reasonably expected to have a

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Material Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing, and (b) the hours worked by and payments made to employees of the Loan Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.

Section 3.18.  Solvency.  On the Closing Date after giving effect to the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

Section 3.19.  Intellectual Property.  Except as set forth in Schedule 3.19, the Borrower and each of its Restricted Subsidiaries own, license or possess the right to use all intellectual property, free and clear of Liens other than Permitted Liens, that are necessary for the operation of their respective businesses as currently conducted, except where the failure to obtain any such rights or the imposition of any such Liens could not reasonably be expected to have a Material Adverse Effect.

Section 3.20.  Subordination of Junior Financing.  The Obligations constitute “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans and of each Issuing Bank to issue Letters of Credit hereunder are subject to the satisfaction (or waiver by the Original Arrangers on or prior to the Closing Date and in accordance with Section 9.08 thereafter) of the following conditions:

Section 4.01.  All Credit Events.  On the date of the making of each Loan, including the making of a Swingline Loan and on the date of each issuance or amendment of a Letter of Credit (each such event being called a “Credit Event”; it being understood that the conversion into a Eurodollar Loan, an ABR Loan, or continuation of a Eurodollar Loan does not constitute a Credit Event):

(a)The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, increase, extension or renewal of a Letter of Credit, the relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, increase, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b).

(b)The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to

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the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that solely for purposes of representations and warranties made on the Closing Date, such representations and warranties shall be limited in all respects to the representations and warranties in Sections 3.01(d), 3.02(a), 3.03, 3.10(c) and (d), 3.11 and 3.20 and the Other Closing Date Representations.

(c)At the time of and immediately after such Credit Event (other than any Credit Event occurring on the Closing Date), no Default or Event of Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower to the relevant Lenders and/or Issuing Banks on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

Section 4.02.  First Credit Event.  On the Closing Date:

(i)This Agreement shall have been duly executed and delivered by Holdings and the Borrower.

(ii)The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, an opinion of Kirkland & Ellis LLP, special counsel for the Loan Parties, addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent.

(iii)The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, organization or formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and, if available, a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Merger) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

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(iv)The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b) and 4.02(ix).

(v)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by Merger Sub hereunder or under any other Loan Document.

(vi)The Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer of the Borrower setting forth the conclusions that, after giving effect to the Transactions, the Loan Parties (on a consolidated basis) are Solvent.

(vii)The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect.  All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Collateral (subject to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law) shall have been taken; provided, however, that with respect to any Collateral the security interest in which may not be perfected by filing a UCC financing statement, if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial funding of the Loans hereunder if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests on terms and conditions as set forth in Section 5.10.

(viii)The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search.

(ix)No Target Material Adverse Effect shall have occurred.

(x)The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02.

(xi)The Administrative Agent shall have received a certified copy, certified as true and correct by a Responsible Officer of the Merger Agreement, duly executed by the parties thereto (together with all exhibits and schedules thereto).  The Merger shall be consummated substantially concurrently with the initial funding of Loans on the Closing Date in accordance with and on the terms described in the Merger Agreement, and no material provision of the Merger Agreement shall have been amended or waived in any

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respect materially adverse to the interests of the Lenders without the prior written consent of the Original Arrangers, not to be unreasonably withheld or delayed.

(xii)Substantially simultaneously with the initial funding of Loans on the Closing Date (i) the Equity Investment shall have been made and (ii) Merger Sub shall have received gross cash proceeds of not less than $885,000,000 from the issuance of the New Senior Notes (as defined in the Original Credit Agreement).

(xiii)All amounts due or outstanding in respect of the Existing Debt (other than contingent obligations) shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) respect thereof terminated and all guarantees (if any) thereof discharged and released (such repayment, the “Refinancing”).  After giving effect to the Transactions, substantially all of the Indebtedness of Holdings and its subsidiaries shall have been repaid other than (i) Indebtedness under the Loan Documents, (ii) the New Senior Notes, (iii) the Existing Notes due 2015 and (iv) other Indebtedness permitted by Section 6.01.

(xiv)The Original Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the fiscal year 2006 (which the Original Arrangers acknowledge receipt of) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Closing Date, in each case, prepared in accordance with GAAP (except as otherwise disclosed).

(xv)The Original Arrangers shall have received a pro forma consolidated balance sheet of Holdings as of the date of the most recent consolidated balance sheet delivered pursuant to clause (ii) of the preceding clause (n), as adjusted to give effect to the Transactions and the financings contemplated hereby as if such transactions had occurred on such date or on the first day of such period, as applicable, and to such other adjustments as shall be agreed among Sponsor, Holdings, and the Original Arrangers.

(xvi)The Lenders shall have received from the Loan Parties, to the extent requested at least 10 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

ARTICLE V

Affirmative Covenants

The Borrower covenants and agrees with each Lender that until the Termination Date it will, and will cause each of the Restricted Subsidiaries to:

Section 5.01.  Existence; Compliance with Laws; Businesses and Properties.  (a)  Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence under the laws of its jurisdiction of organization, except (i) other than in the case of the Borrower, to the extent that failure to do so could not reasonably be

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expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted under Section 6.04 or Section 6.05.

(b)Other than where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the material rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names necessary to the conduct of its business, (ii) comply in all material respects with applicable laws, rules, regulations and decrees and orders of any Governmental Authority (including Environmental Laws and ERISA), whether now in effect or hereafter enacted and (iii) maintain and preserve all property necessary to the conduct of such business and keep such property in satisfactory repair, working order and condition (ordinary wear and tear, casualty and condemnation excepted) and from time to time make, or cause to be made, all needed repairs, renewals, additions, improvements and replacements thereto necessary in the reasonable judgment of management to the conduct of its business.

Section 5.02.  Insurance.  (a)  Keep its material insurable properties adequately insured in all material respects at all times by financially sound and reputable insurers to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations.

(b)Subject to the terms, conditions and provisions of the Intercreditor Agreement, cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and, to the extent available on commercially reasonable terms, cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium unless not less than 10 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the Collateral Agents (giving the Administrative Agent and the Collateral Agents the right to cure defaults in the payment of premiums) or (ii) for any other reason unless not less than 10 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the Collateral Agents.

(c)With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time require and is considered normal and customary and at reasonable cost, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 5.03.  Taxes.  Pay and discharge when due all Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become overdue by more than 45 days; provided, however, that such payment and discharge shall not be required with respect to any such Tax (i) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in accordance with GAAP have been established or (ii) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse Effect.

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Section 5.04.  Financial Statements; Reports, etc.  Furnish to the Administrative Agent (who will distribute to each Lender):

(a)not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Borrower (i) its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by KPMG LLC or other independent public accountants of recognized national standing or such other independent public accountant reasonably acceptable to the Administrative Agent and (ii) an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the SEC, will satisfy the Borrower’s obligation under this Section 5.04(a));

(b)not later than the fifth Business Day after the 45th day following the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Persons during such fiscal quarter and the then elapsed portion of the fiscal year, and for each fiscal quarter occurring after the first anniversary of the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligation under this Section 5.04(b) with respect to such quarter);

(c)concurrently with any delivery of Section 5.04 Financials, a certificate of a Financial Officer of the Borrower (i) certifying that to such Financial Officer’s knowledge, no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing, reasonably specifying the nature thereof, (ii) setting forth (x) to the extent applicable computations in reasonable detail demonstrating each of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Guaranteed Net Leverage Ratio as of the date of such financial statements and (y) in the case of a certificate delivered with the financial statements required by paragraph (a) above (commencing with the fiscal year ended December 31, 2008), setting forth the Borrower’s calculation of Excess Cash Flow;

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(d)not later than the fifth Business Day after the 90th day after the commencement of each fiscal year of the Borrower, copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Financial Officer of the Borrower to the effect that such Financial Officer believes such projections to have been prepared on the basis of reasonable assumptions;

(e)simultaneously with the delivery of any Section 5.04 Financials, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements (but only to the extent such Unrestricted Subsidiaries would not be considered “minor” under Rule 3-10 of Regulation S-X under the Securities Act);

(f)simultaneously with the delivery of any Section 5.04 Financials, management’s discussion and analysis of the important operational and financial developments of the Borrower and its Restricted Subsidiaries during the respective fiscal year or fiscal quarter, as the case may be (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K or quarterly report on Form 10-Q, as filed with the SEC, will satisfy the Borrower’s obligations under this Section 5.04(f));

(g)promptly after the reasonable request by any Lender (through the Administrative Agent), all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(h)promptly, from time to time, such other information regarding the operations, business, legal or corporate affairs and financial condition of any Loan Party or any Restricted Subsidiary, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of Holdings or any Restricted Subsidiary to any other Person or applicable law); and

(i)Within the time frame set forth in Section 7.02, on each occasion permitted therein, a Notice of Intent to Cure if a Cure Right will be exercised thereunder.

Information required to be delivered pursuant to this Section 5.04 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “Platform”) on the website of the Securities and Exchange Commission at http://www.sec.gov or on the website of the Borrower.  Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.  Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

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The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Issuing Banks and the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each of Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); provided, that the Lenders agree that neither the Borrower nor any of its management and affiliates shall have any liability of any kind or nature resulting from the use of the Borrower Materials posted on the portion of the Platform designated as “Public Investor”; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Section 5.05.  Notices.  Promptly upon any Responsible Officer of the Borrower becoming aware thereof, furnish to the Administrative Agent notice of the following:

(a)the occurrence of any Event of Default or Default; and

(b)the occurrence of any event that has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 5.06.  Information Regarding Collateral.  Furnish to the Administrative Agent notice of any change on or prior to the later to occur of (a) 30 days following the occurrence of such change and (b) the earlier of the date of the required delivery of the Pricing Certificate following such change and the date which is 45 days after the end of the most recently ended fiscal quarter following such change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of organization or formation of any Loan Party or (iii) in any Loan Party’s identity or corporate structure.

Section 5.07.  Maintaining Records; Access to Properties and Inspections.  Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made.  Permit any representatives designated by the Administrative Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such records, and permit any such

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representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that (x) the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; (y) in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.07 and (ii) the Administrative Agent shall not exercise its rights under this Section 5.07 more often than two times during any fiscal year and only one such time shall be at the Borrower’s expense; and (z) when an Event of Default exists, the Administrative Agent or any Lender and their respective designees may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice.

Section 5.08.  Use of Proceeds.  The proceeds of the (a) First-Lien Term Loans made on the Closing Date, together with the Equity Investment and the New Senior Notes (as defined in the Original Credit Agreement) shall be used solely to pay the cash consideration for the Merger, to repay the Existing Debt and to pay Transaction Expenses and (b) Additional Extended First-Lien Term Loans made (or deemed to be made) on the Third Restatement Effective Date will be used by the Borrower (i) to refinance in full (A) all of the Existing First-Lien Term Loans and (B) all Revolving Loans, in each case outstanding as of, but prior to giving effect to, the Third Restatement Effective Date and to pay fees, expenses and costs incurred in connection therewith and (ii) to the extent any such proceeds remain following compliance with preceding clause (i), for general corporate purposes.  The proceeds of the Revolving Loans, and Swingline Loans, shall be used for working capital, general corporate purposes (including Permitted Acquisitions) and any other purpose not prohibited by this Agreement; provided, however, that up to $50,000,000 of the proceeds from Revolving Loans may be drawn on the Closing Date and used to pay a portion of the cash consideration for the Merger, repay a portion of the Existing Debt and to pay a portion of the Transaction Expenses.  The Letters of Credit shall be used solely to support obligations of the Borrower and its subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.  The proceeds of any Series of Term Loans that result from a Refinancing Amendment will not be used for any purpose other than the repayment of principal and accrued and unpaid interest and premium on Loans outstanding on the date of incurrence of such Other Term Loans and payment of the fees, expenses and costs incurred in connection with such Refinancing Amendment.  All proceeds of (i) Tranche A Second-Lien Term Loans will be used solely to repay all “Second Lien Obligations” (as defined in the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date) and (ii) Tranche B Second-Lien Term Loans incurred or Tranche B Second-Lien Term Loans converted on the Third Amendment Effective Date will be used solely to repay and/or replace all Tranche A Second-Lien Term Loans outstanding on the Third Amendment Effective Date.  The proceeds of the First-Lien Incremental Term Loans shall be used solely to pay a portion of the cash consideration for the Gresham Acquisition and to pay the fees, expenses and costs incurred in connection with the Gresham Acquisition and the incurrence of the First-Lien Incremental Term Loans. All proceeds of the Tranche A First-Lien Term Loans incurred on the Second Amendment Effective Date shall be used to repay and/or replace all First-Lien Incremental Term Loans, Original Extended First-Lien Term Loans and Additional Extended First-Lien Term Loans outstanding on the Second Amendment Effective Date.  All proceeds of the Tranche B First-Lien Term Loans incurred or Tranche B First-Lien Term Loans converted on the Third Amendment Effective Date

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shall be used to repay and/or replace all Tranche A First-Lien Term Loans outstanding on the Third Amendment Effective Date.

Section 5.09.  Further Assurances.  (a) Subject to the terms, conditions and provisions of the Intercreditor Agreement, from time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all reasonable actions (including filing UCC and other financing statements but subject to the limitations set forth herein or in the Security Documents), as the Administrative Agent or the Collateral Agents may reasonably request, for the purposes of perfecting the Liens granted in favor of the Collateral Agents on behalf of the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the Borrower or any other Loan Party which constitutes Collateral) pursuant hereto or thereto, to the extent such perfection is required by the Guarantee and Collateral Agreement.

(b)Subject to the terms, conditions and provisions of the Intercreditor Agreement, with respect to any assets acquired by any Loan Party after the Closing Date of the type constituting Collateral under the Guarantee and Collateral Agreement and as to which the Collateral Agents, for the benefit of the Secured Parties, does not have a perfected security interest (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law) but which the Loan Parties are required to provide such perfected security interest under the terms of the Guarantee and Collateral Agreement, on or prior to the later to occur of (i) 30 days following such acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed)), (x) execute and deliver to the Administrative Agent and the Collateral Agents such amendments to the Guarantee and Collateral Agreement or such other Security Documents as the Administrative Agent deems necessary to grant to the Collateral Agents, for the benefit of the Secured Parties, a security interest in such Collateral and (y) take all commercially reasonable actions necessary to grant to, or continue on behalf of, the Collateral Agents, for the benefit of the Secured Parties, a perfected security interest in such Collateral (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law), including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agents.

(c)Subject to the terms, conditions and provisions of the Intercreditor Agreement, with respect to any wholly owned Restricted Subsidiary (other than a Foreign Subsidiary or an Excluded Subsidiary or a Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity) created or acquired after the Closing Date, on or prior to the later to occur of (i) 30 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the

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Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), (x) execute and deliver to the Administrative Agent and the Collateral Agents such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the Collateral Agent, for the benefit of the relevant Secured Parties, a valid, perfected security interest (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law) in the Equity Interests in such new subsidiary that are owned by any of the Loan Parties to the extent the same constitute Collateral under the terms of the Guarantee and Collateral Agreement and such perfection is required, (y) deliver to the Collateral Agents the certificates, if any, representing any of such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor and (z) cause such Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, to provide an acknowledgement to the Intercreditor Agreement and, to the extent applicable, to become a party to each Intellectual Property Security Agreement and (B) to take such actions necessary to grant to the Collateral Agents, for the benefit of the Secured Parties, a perfected (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law, and with respect to Collateral that is intellectual property only to the extent that such Liens can be obtained by filing of each Intellectual Property Security Agreement) security interest in any assets required to be Collateral subject to a perfected security interest pursuant to the Guarantee and Collateral Agreement and each Intellectual Property Security Agreement with respect to such Restricted Subsidiary, including, if applicable, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any applicable Intellectual Property Security Agreement or as may be reasonably requested by the Administrative Agent or the Collateral Agents.

(d)Subject to the terms, conditions and provisions of the Intercreditor Agreement, with respect to any Equity Interests in any Foreign Subsidiary that are acquired after the Closing Date by any Loan Party (including as a result of formation of a new Foreign Subsidiary), on or prior to the later to occur of (i) 30 days following the date of such acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), (x) execute and deliver to the Administrative Agent and the Collateral Agents such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary in order to grant to the Collateral Agents, for the benefit of the relevant Secured Parties, a perfected security interest (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law) in the Equity Interests in such Foreign Subsidiary that are owned by the Loan Parties to the extent the same constitutes Collateral under the terms of the Guarantee and Collateral Agreement (provided that (A) only first-tier Foreign Subsidiaries owned directly by such Loan Party shall be pledged by such Loan Party, and (B) only 65% of such Equity Interests shall secure the Obligations) and (y) to the extent permitted by applicable law, deliver to the Collateral Agents any certificates representing any such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor, as the case may be, and take such other action as may be

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reasonably requested by the Administrative Agent or the Collateral Agents to perfect the security interest of the Collateral Agents thereon (but subject to the limitations set forth in the Security Documents).

(e)If, at any time and from time to time after the Closing Date, any wholly-owned Domestic Subsidiary that is not a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity ceases to constitute an Immaterial Subsidiary in accordance with the definition of “Immaterial Subsidiary”, then the Borrower shall cause such subsidiary to become an additional Loan Party and take all the actions contemplated by Section 5.09(c) as if such subsidiary were a newly-formed wholly-owned Domestic Subsidiary of the Borrower.

(f)With respect to any fee interest in any real property located in the United States with a book value in excess of $7,500,000 (as reasonably estimated by the Borrower) acquired after the Closing Date by any Loan Party, within 90 days following the date of such acquisition (or such longer period as to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed)) (i) execute and deliver Mortgages in favor of the Collateral Agents, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents and (ii) make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agents from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee agreements, and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Mortgages as the Collateral Agents may reasonably require.  Furthermore, the Borrower will, and will cause the other Loan Parties that are Subsidiaries of the Borrower to, deliver to the Collateral Agents such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure itself that this Section 5.09 (f) has been complied with.

(g)Furthermore, to the extent Indebtedness outstanding under the Loans shall at any time be more than the amount originally set forth in any Mortgage on any Mortgaged Property located in the State of New York or to the extent otherwise required by law to grant, preserve, protect or perfect the Liens created by such Mortgage and the validity or priority thereof, the Borrower will, and will cause each of its applicable subsidiaries to, promptly take all such further actions including the payment of any additional mortgage recording taxes, fees, charges, costs and expenses required so to grant, preserve, protect or perfect the Liens created by such Mortgage to the maximum amount of Indebtedness by its terms secured thereby and the validity or priority of any such Lien.

Notwithstanding anything to the contrary in this Section 5.09 or any other Security Document (1) the Collateral Agents shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Controlling Collateral Agent (as defined in the Guarantee and Collateral Agreement), (2) Liens required to be granted and perfected pursuant to this Section 5.09 shall be subject to exceptions and limitations consistent with those set forth in

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the Security Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction) and (3) no Lien on the “Capital Stock” of any “Significant Subsidiary,” each as defined in the Existing Notes Documentation or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions) shall be required to be granted pursuant to the Loan Documents until such time as the Existing Notes due 2015 are repaid in full or otherwise defeased in accordance with the Existing Notes Indentures (the date of such repayment in full or defeasance, the “Existing Notes Termination Date”).  On or prior to the later to occur of (i) 30 days following the Existing Notes Termination Date and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the Existing Notes Termination Date and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent), the Borrower and the other Loan Parties shall (x) execute and deliver to the Administrative Agent and the Collateral Agents such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary in order to grant to the Collateral Agents, for the benefit of the relevant Secured Parties, a perfected security interest (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law in the Equity Interests in each such “Significant Subsidiary” (other than an Excluded Subsidiary) that are owned by the Loan Parties to the extent the same constitutes Collateral under the terms of the Guarantee and Collateral Agreement (provided that (A) only first-tier Foreign Subsidiaries owned directly by such Loan Party shall be pledged by such Loan Party and (B) only 65% of such Equity Interests shall secure the Obligations) and (y) to the extent permitted by applicable law, deliver to the Collateral Agents any certificates representing any such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor, as the case may be, and take such other action as may be reasonably requested by the Administrative Agent or the Collateral Agents to perfect the security interest of the Collateral Agents thereon (but subject to the limitations set forth herein or in the Security Documents).

Section 5.10.  Post-Closing Obligations.  The Borrower shall, within 60 days following the First Amendment Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), enter into one or more “control agreements” governing its existing Deposit Accounts and Securities Accounts (other than Excluded Accounts) as and to the extent required by the Guarantee and Collateral Agreement.

Section 5.11.  Designation of Subsidiaries.  (a)  The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated); provided that

(i)any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower;

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(ii)such designation complies with the covenants described in Section 6.03(c);

(iii)no Default or Event of Default shall have occurred and be continuing at the time of such designation;

(iv)on a pro forma basis taking into account such designation, (x) the Borrower would be in compliance with Section 6.07 and (y) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a); and

(v)each of:

(A)the subsidiary to be so designated; and

(B)its subsidiaries

has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary.  Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the New Senior Notes or any Junior Financing.

(b)Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and, on a pro forma basis taking into account such designation, (x) the Borrower would be in compliance with Section 6.07 and (y) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a).

Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Section 5.12.  Permitted Acquisitions.  (a)  Subject to the provisions of this Section 5.12 and the requirements contained in the definition of Permitted Acquisition, the Borrower and its Restricted Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition):  (i) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent and the Lenders at least five Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) the Borrower shall be in compliance on a pro forma basis with the financial covenant set forth in Section 6.07 at the time such Permitted

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Acquisition is consummated, as if such Permitted Acquisition and related Transactions (including the incurrence of Indebtedness) had occurred at the beginning of the most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent; and (iv) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying compliance with the requirements of preceding clauses (i) through (iii) inclusive, and containing the calculations (in reasonable detail) required by preceding clause (iii).

(b)At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other Equity Interest of any Person, the capital stock or other Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to (and to the extent required by) Section 5.09 and the terms of the Guarantee and Collateral Agreement.

(c)The Borrower will cause each Subsidiary which is formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and to execute and deliver all of the documentation as and to the extent required by, Section 5.09, to the reasonable satisfaction of the Administrative Agent.

(d)The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by each of Holdings and the Borrower that the certifications pursuant to this Section 5.12 are true and correct in all material respects and that all conditions thereto have been satisfied (or waived) and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles III and VII.

ARTICLE VI

Negative Covenants

The Borrower and, solely with respect to Sections 6.04(d) and 6.09(b), Holdings covenants and agrees that, until the Termination Date, will not, nor will they cause or permit any of the Restricted Subsidiaries to:

Section 6.01.  Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.  (a)  Directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Borrower and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified Stock or issue shares of Preferred Stock, (A) if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is

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issued would have been no greater than 7:00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that (x) any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this paragraph (a) is subject to the limitations of paragraph (g) below and (y) any Indebtedness incurred by, or Guaranteed by, any Restricted Guarantor pursuant to this paragraph (a) shall be subordinated in right of payment to the Obligations.

(b)The limitations set forth in paragraph (a) will not apply to the following items:

(i)the Indebtedness under the Loan Documents (including any Incremental Term Loans or increase in the Revolving Credit Commitments under Section 2.24) of the Borrower or any of its Restricted Subsidiaries (including letters of credit thereunder) and any Indebtedness incurred pursuant to Section 2.24 and/or 2.25);

(ii)the incurrence by Holdings, the Borrower and any Restricted Guarantor of Indebtedness represented by the New Senior Notes or guarantees thereof; provided that such guarantees are subordinated in right of payment to the Obligations;

(iii)Indebtedness of the Borrower and its Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clauses (b)(i) and (ii) of this Section 6.01) and set forth on Schedule 6.01 (including the Existing Intercompany Debt);

(iv)Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and/or Preferred Stock incurred by the Borrower or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in the business of the Borrower and its Restricted Subsidiaries, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (iv), not to exceed $20,000,000 at any time outstanding so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter;

(v)Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lessee; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such

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Indebtedness, such obligations are reimbursed within 60 days following such drawing or incurrence or such Indebtedness is otherwise permitted hereunder;

(vi)Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of Interpretation Number 45 of the Financial Accounting Standards Board (commonly known as FIN 45) as a result of an amendment to an obligation in existence on the Closing Date) of the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (vi));

(vii)Indebtedness of (A) the Borrower to any Restricted Subsidiary and (B) any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; provided that (x) any such Indebtedness owing by a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Obligations; (y) any such Indebtedness owing by the Borrower is expressly subordinated in right of payment to the Obligations and (z) any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);

(viii)shares of Preferred Stock of a Restricted Subsidiary or Disqualified Stock issued to the Borrower or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock or Disqualified Stock not permitted by this clause (viii);

(ix)Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted under this Section 6.01, exchange rate risk or commodity pricing risk;

(x)obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(xi)Indebtedness or Disqualified Stock of the Borrower or a Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is

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not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (xi), does not at any one time outstanding exceed the greater of (a) $175,000,000 and (b) 30.0% of the EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to the last date on which Section 5.04 Financials have been delivered to the Administrative Agent (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (xi) shall cease to be deemed incurred or outstanding for purposes of this clause (xi) but shall be deemed incurred for the purposes of Section 6.01(a) from and after the first date on which the Borrower or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 6.01(a) and Section 6.01(g) without reliance on this clause (xi));

(xii)provided that no Default shall have occurred and be continuing or would occur as a consequence thereof, the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, replace, extend repurchase, redeem or refinance (x) any Indebtedness, Disqualified Stock or Preferred Stock permitted under Section 6.01(a) and clauses (ii), (iii), (iv) and (xiii) of this Section 6.01(b) or (y) any Second-Lien Term Loans and, in each case, any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, replace, extend, repurchase or refinance such Indebtedness, Disqualified Stock, or Preferred Stock including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, extended or refinanced,

(B)to the extent such Refinancing Indebtedness refinances (1) Indebtedness subordinated or pari passu to the Obligations (other than Second-Lien Term Loans), such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded, (2) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness, Disqualified Stock or Preferred Stock, respectively, or (3) Second-Lien Term Loans, to the extent such Refinancing Indebtedness is secured, such Refinancing Indebtedness shall rank junior in right of security to the First-Lien Facilities and shall be subject to intercreditor arrangements substantially similar to those set forth in the Intercreditor Agreement, and

(C)shall not include:

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(1)Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances, Indebtedness, Disqualified Stock or Preferred Stock of the Borrower;

(2)Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor;

(3)Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; or

(4)in the case of the Existing Notes due 2015 or any Indebtedness, Disqualified Stock or Preferred Stock issued to refund or refinance the Existing Notes due 2015, Indebtedness, Disqualified Stock or Preferred Stock of any Person other than the Borrower; and

(D)shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, extended, repurchased, redeemed or refinanced (including any premium, expenses, costs and fees incurred in connection with such refund, replacement or refinancing);

provided, further, that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (xii) (solely as it relates to Indebtedness under clause (xiii) of this Section 6.01(b) and Section 6.01(a)) shall be subject to the limitations set forth in Section 6.01(g) to the same extent as the Indebtedness refinanced, refunded, repurchased, redeemed, replaced;

(xiii)Indebtedness, Disqualified Stock or Preferred Stock (x) of the Borrower or a Restricted Subsidiary (other than a Foreign Subsidiary) incurred to finance an acquisition, (y) of Persons (other than foreign Persons) that are acquired by the Borrower or any Restricted Subsidiary or Persons merged into the Borrower or a Restricted Subsidiary (other than a Foreign Subsidiary) in accordance with the terms of this Agreement or (z) that is assumed by the Borrower or any Restricted Subsidiary (other than a Foreign Subsidiary) in connection with such acquisition so long as:

(A)no Default exists or shall result therefrom;

(B)any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on clause (x) above shall not be Secured Indebtedness and shall not mature (and shall not be mandatorily redeemable in the case of Disqualified Stock) or require any payment of principal (other than in a manner consistent with the terms of the New Senior Notes Documentation), in each case, prior to the date which is 91 days after the Latest Maturity Date then in effect;

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(C)any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on clause (y) or (z) above shall not have been incurred in contemplation of such acquisition and either (1) the aggregate principal amount of such Indebtedness constituting Secured Indebtedness, together with all Refinancing Indebtedness in respect thereof, shall not exceed $100,000,000 or (2) after giving pro forma effect to such acquisition or merger, the Total Net Leverage Ratio is less than the Total Net Leverage Ratio immediately prior to such acquisition or merger; and

(D)after giving pro forma effect to such acquisition or merger either (1) the Total Net Leverage Ratio is less than the Total Net Leverage Ratio test immediately prior to such acquisition or merger or (2) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a);

provided that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary (I) that is not a Guarantor pursuant to this clause (xiii) is subject to the limitations set forth in Section 6.01(g) below and (II) which is a Restricted Guarantor pursuant to clause (x) above, shall be subordinated in right of payment to the Obligations;

(xiv)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(xv)Indebtedness of the Borrower or any of its Restricted Subsidiaries supported by a Letter of Credit in a principal amount not to exceed the stated amount of such Letter of Credit;

(xvi)(A) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as such Indebtedness or other obligations are permitted under this Agreement, or (B) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the Borrower (other than the Existing Notes due 2015); provided that, in each case, (x) such Restricted Subsidiary shall comply with its obligations under Section 5.09 and (y) in the case of any guarantee of Indebtedness or other obligations of the Borrower or any Subsidiary Guarantor by any Restricted Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary becomes a Subsidiary Guarantor under this Agreement;

(xvii)Indebtedness issued by the Borrower or any of its Restricted Subsidiaries to future, current or former officers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in Section 6.03(b)(iv);

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(xviii)the incurrence by a Broker-Dealer Subsidiary of Indebtedness incurred in connection with the settlement of securities transactions in the ordinary course of business in an amount not to exceed $50,000,000 at any one time outstanding;

(xix)Indebtedness of the Borrower or any of its subsidiaries incurred to finance insurance premiums in the ordinary course of business;

(xx)Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business;

(xxi)Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time outstanding;

(xxii)cash management obligations and Indebtedness in respect of netting services and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts;

(xxiii)Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt; and

(xxiv)(A) concurrently with the Discharge of First-Lien Obligations, Indebtedness in the aggregate amount not exceeding (w) $2,751,300,000 plus (x) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Senior Secured Net Leverage Ratio of the Borrower would not exceed 5.0 to 1.0 minus (x) the aggregate principal amount of First-Lien Term Loans repaid with the proceeds of the Second-Lien Facilities pursuant to Section 2.13(i) of the Original Credit Agreement (as in effect immediately prior to the Second Restatement Effective Date) minus (y) the amount of all mandatory principal payments actually made by the Borrower thereunder with Net Cash Proceeds from Prepayment Asset Sales minus (z) the aggregate principal amount of any Indebtedness incurred pursuant to Section 6.01(b)(xxiii).

(c)For purposes of determining compliance with this Section 6.01:

(i)in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in Section 6.01(b) or is entitled to be incurred pursuant to Section 6.01(a), the Borrower, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above permitted clauses; and

(ii)at the time of incurrence or permitted reclassification, the Borrower will be entitled to divide and classify an item of Indebtedness in one or more types of Indebtedness, Disqualified Stock or Preferred Stock described in Section 6.01(a) or (b).

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(d)The accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Sections 6.01 and 6.02.

(e)For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(f)The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

(g)Notwithstanding anything to the contrary contained in Section 6.01(a) or (b), no Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor shall incur any Indebtedness or issue any Disqualified Stock or Preferred Stock in reliance on Section 6.01(a) or (b)(xiii), or (b)(xxi) (the “Limited Non-Guarantor Debt Exceptions”) if the amount of such Indebtedness, Disqualified Stock or Preferred Stock, when aggregated with the amount of all other Indebtedness, Disqualified Stock or Preferred Stock outstanding at any time under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed $100,000,000; provided that in no event shall any Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor (i) existing at the time it became a Restricted Subsidiary or (ii) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly-Owned Subsidiary (and in the case of clauses (i) and (ii), not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this Section 6.01(g).

Section 6.02.  Liens.  Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Borrower or any Restricted Subsidiary, or any income or profits therefrom.

Section 6.03.  Restricted Payments.  Directly or indirectly, make any Restricted Payment, other than:

(a)Restricted Payments in an amount, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries after

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the Closing Date (including Restricted Payments permitted by clauses (i), (ii) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (C) thereof only), (vi)(C) and (viii) of Section 6.03(b), but excluding all other Restricted Payments permitted by Section 6.03(b)) not to exceed the Restricted Payment Applicable Amount; provided that (i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (ii) immediately after giving effect to such transaction, the Borrower is in compliance on a pro forma basis with the financial covenant set forth in Section 6.07, determined on the last day of the fiscal quarter last ended prior thereto for which Section 5.04 Financials have been delivered to the Administrative Agent; and (iii) unless the proceeds of such Restricted Payment are being utilized to service Indebtedness or Preferred Stock of any direct or indirect parent company of the Borrower incurred after the Closing Date the proceeds of which were contributed to the common equity of the Borrower and the aggregate amount of such Restricted Payment does not exceed the cash proceeds so contributed, immediately after giving effect to such transaction on a pro forma basis, the Borrower could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a).

(b)Section 6.03(a) will not prohibit:

(i)the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;

(ii)(A)the redemption, prepayment, repurchase, retirement or other acquisition of any (1) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Restricted Subsidiary, New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness of the Borrower or any Guarantor or (2) Equity Interests of any direct or indirect parent company, in the case of each of clause (1) and (2), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company to the extent contributed to the capital of the Borrower or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 6.03(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

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(iii)the redemption, prepayment, repurchase or other acquisition or retirement of (A) Permitted Second Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt, in each case, with the proceeds of permitted Refinancing Indebtedness and (B) the Existing Notes due 2015, the New Senior Notes or Subordinated Indebtedness of the Borrower or a Restricted Guarantor, in each case, made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01 so long as:

(I)the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness or New Senior Notes, as applicable being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(II)if applicable, solely in the case of Subordinated Indebtedness, such new Indebtedness is subordinated in right of payment to the Obligations at least to the same extent as such Indebtedness so purchased, exchanged, redeemed, prepaid, repurchased, acquired or retired for value;

(III)such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, prepaid, repurchased, acquired or retired;

(IV)such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, prepaid, repurchased, acquired or retired; and

(V)redemptions, prepayments, repurchases or other acquisitions or retirements of the Existing Notes due 2015 pursuant to this clause (iii) shall be permitted only if (a)(x) the Guaranteed Net Leverage Ratio at the time of such prepayment, determined on a pro forma basis is not in excess of (I) the Guaranteed Net Leverage Ratio of 7.2:1.0 or (y) such indebtedness is Refinancing Indebtedness incurred in accordance with Section 6.01(b)(xii) in respect of the Existing Notes due 2015 being redeemed, prepared, repurchased or otherwise acquired or retired, (b)  no Default shall have occurred and be continuing or would occur as a consequence thereof, and (c) immediately after giving effect to such transaction, the Borrower is in compliance on a pro forma basis with the financial covenant set forth in Section 6.07, determined on the last day of the fiscal quarter last ended for which Section 5.04 Financials have been delivered to the Administrative Agent;

(iv)a Restricted Payment to pay for the repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests (other than

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Disqualified Stock) of the Borrower or any direct or indirect parent company held by any future, present or former employee, director or consultant (or any of their successors, heirs, estates or assigns) of the Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management unit purchase agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year $25,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $50,000,000 in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(A)the cash proceeds from the sale of Equity Interests (other than Disqualified Stock and Equity Cure Proceeds) of the Borrower and, to the extent contributed to the capital of the Borrower, Equity Interests of any of any direct or indirect parent company, in each case to members of management, employees, officers, directors or consultants of the Borrower, any of its subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the Transactions or to fund a Cure Right), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 6.03(a); plus

(B)the cash proceeds of key man life insurance policies received by the Borrower or any of its Restricted Subsidiaries after the Closing Date; less

(C)the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iv);

and provided, further, that cancellation of Indebtedness owing to the Borrower from members of management, officers, directors, employees of the Borrower, any of its subsidiaries or any direct or indirect parent company in connection with a repurchase of Equity Interests of the Borrower or any direct or indirect parent company will not be deemed to constitute a Restricted Payment for purposes of this Agreement;

(v)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Borrower or any of its Restricted Subsidiaries issued in accordance with Section 6.01; provided, however, that immediately after giving effect to such transaction on a pro forma basis, the Borrower could incur $1.0 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a);

(vi)(A)  the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Borrower or any of its Restricted Subsidiaries after the Closing Date, provided that the amount of dividends paid pursuant to this clause (A) shall not exceed the aggregate amount of cash actually received by the Borrower or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

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(B)a Restricted Payment any direct or indirect parent company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company issued after the Closing Date, provided that the amount of Restricted Payments paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the capital of the Borrower from the sale of such Designated Preferred Stock; or

(C)the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 6.03(b);

provided, however, in the case of each of clause (A), (B) and (C) of this clause (vi), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Borrower could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Test described in Section 6.01(a) or otherwise is Indebtedness permitted hereunder;

(vii)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(viii)the declaration and payment of dividends on the Borrower’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after the Closing Date, of up to 6.0% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Borrower in or from any such public Equity Offering;

(ix)Restricted Payments that are made with Excluded Contributions;

(x)any Restricted Payment used to fund the Transactions and the fees, costs, and expenses related thereto or owed to Affiliates, in each case to the extent permitted under Section 6.06;

(xi)the repurchase, prepayment, redemption or other acquisition or retirement for value of any New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness upon the occurrence of a Change of Control (so long as such Change of Control has been waived by the Required Lenders);

(xii)the declaration and payment of dividends or the payment of other distributions by the Borrower to, or the making of loans or advances to, or any direct or indirect parent company or indirect parents or the equity interest holders thereof in

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amounts required for any direct or indirect parent company or the equity interest holders thereof to pay, in each case without duplication,

(A)franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(B)federal, foreign, state and local income or franchise taxes (or any alternative tax in lieu thereof); provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;

(C)customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company to the extent such salaries, bonuses and other benefits are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(D)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Borrower to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(E)amounts payable pursuant to the Management Agreement as in effect on the Closing Date;

(F)fees and expenses other than to Affiliates of the Borrower related to (1) any equity or debt offering of such parent entity (whether or not successful), (2) any Investment otherwise permitted under this covenant (whether or not successful) and (3) any transaction of the type described in Section 6.04;

(G)cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any direct or indirect parent;

(H)amounts to finance Investments otherwise permitted to be made pursuant to this Section 6.03; provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 6.04) in order to consummate such Investment, in each case, subject to the limitations set forth in clause (l) of the definition of Permitted Investment; (3) any direct or indirect parent company and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with such

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transaction, (4) any property received by the Borrower shall not increase amounts available for Restricted Payments pursuant to Section 6.03(a) and (5) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary by another paragraph of this Section 6.03 (other than pursuant to clause (ix) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (i) thereof);

(I)reasonable and customary fees payable to any directors of any direct or indirect parent of the Borrower and reimbursement of reasonable out-of-pocket costs of the directors of any direct or indirect parent of the Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and

(J)reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Borrower in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(xiii)payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, that complies with Section 6.04; provided that if as a result of such consolidation, merger or transfer of assets, a Change of Control has occurred, such Change of Control has been consented to or waived by the Required Lenders;

(xiv)Restricted Payments by (A) a non-Subsidiary Guarantor, (B) a Foreign Subsidiary or (C) any other subsidiary to the Borrower or any Subsidiary Guarantor;

(xv)payments of dividends or other distributions to any direct or indirect parent company of the Borrower to fund the payment by any such parent company of interest payments or the AHYDO Catch Up Payments on Indebtedness, or dividends on Preferred Stock of any such parent company incurred or issued after the Closing Date; provided, however, that (A) the net cash proceeds of such Indebtedness or such Preferred Stock, as the case may be, are contributed to the Borrower as common equity, (B) the aggregate amount of dividends declared and paid pursuant to this clause (xv) does not exceed the amount of net cash proceeds of such Indebtedness or Preferred Stock actually contributed to the Borrower as common equity and (C) after giving effect to such dividends or other distributions, the amount available for Restricted Payments pursuant to clause (ii)(A) of this section shall not be less than $0;

(xvi)purchases of minority interests in non-Wholly-Owned Subsidiaries by the Borrower and the Guarantors;

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(xvii)distributions or payments of Receivables Fees and purchase of any assets in connection with a Receivables Facility; and

(xviii)the redemption, prepayment, repurchase, retirement or other acquisition of any Second-Lien Term Loans with the proceeds of Credit Agreement Refinancing Indebtedness, Refinancing Indebtedness or Replacement Term Loans;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under (x) clauses (viii) (as determined at the time of the declaration of such dividend) and (xiii), no Default shall have occurred and be continuing or would occur as a consequence thereof and (y) clause (xv), no Specified Default shall have occurred and be continuing or would occur as a consequence thereof.

(c)As of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries.  The Borrower will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to Section 5.11(b).  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.”  Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to this Section 6.03 or pursuant to the definition of “Permitted Investments,” and if such subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Loan Documents.

(d)Notwithstanding anything to the contrary contained in this Section 6.03 or elsewhere in this Agreement, (i) the aggregate amount of all Investments in, and Permitted Acquisitions of, Persons which are not Loan Parties (or becomes a Loan Party immediately thereafter), or in the case of an asset acquisition, an acquisition of assets by a Person which is not a Loan Party (or becomes a Loan Party immediately thereafter), may not exceed, in the aggregate, the greater of (x) $150,000,000 and (y) in the event that after giving effect to such Investment or Permitted Acquisition, as the case may be, on a pro forma basis, that the Borrower could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Test described in Section 6.01(a), an amount equal to the EBITDA of the Borrower and its Restricted Subsidiaries during the previous four fiscal quarter period last ended for which Section 5.04 Financials have been delivered to the Administrative Agent; provided that, at no time shall the Investments, in the aggregate, in Persons which are not Loan Parties, exceed an amount equal to the EBITDA of the Borrower and its Restricted Subsidiaries during the previous four fiscal quarter period last ended for which Section 5.04 Financials have been delivered to the Administrative Agent and (ii) the aggregate amount of all Investments in Unrestricted Subsidiaries may not exceed, in the aggregate, $150,000,000.

Section 6.04.  Fundamental Changes.  (a)  The Borrower may not consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of

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the properties or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(i)the Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, the “Successor Company”);

(ii)the Successor Company, if other than the Borrower, expressly assumes all the Obligations of the Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent;

(iii)immediately after such transaction, no Default or Event of Default exists;

(iv)immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Test described in Section 6.01(a), in each case made or effected substantially simultaneously with such transaction or related financing;

(v)each Guarantor, unless it is the other party to the transactions described above, in which case Section 6.04(c)(i)(B) shall apply, shall have confirmed that its Obligations under the Loan Documents to which it is a party pursuant to documentation reasonably satisfactory to the Administrative Agent; and

(vi)the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

provided that the Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions either prior to or upon the later to occur of 30 days following such transaction (or the earlier of the date of the required delivery of the next Pricing Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent) in order to preserve and protect the Liens on the Collateral securing the Secured Obligations.

The Successor Company will succeed to, and be substituted for the Borrower under the Loan Documents.  Notwithstanding the foregoing, clauses (a)(iii) and (a)(iv) shall not apply to the Transactions (including the Merger).

(b)Notwithstanding the foregoing paragraphs (a)(iii) and (a)(iv),

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(i)the Borrower or a Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Borrower or a Restricted Guarantor;

(ii)the Borrower may merge with an Affiliate of the Borrower solely for the purpose of reorganizing the Borrower in a State of the United States so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby; and

(iii)any Foreign Subsidiary may consolidate with or merge into or transfer all or any part of its assets to any other Foreign Subsidiary.

(c)No Restricted Guarantor will, and the Borrower will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not the Borrower or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A)  such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or Person, the “Successor Person”);

(B)the Successor Person, if other than such Restricted Guarantor, expressly assumes all the Obligations of such Restricted Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent;

(C)immediately after such transaction, no Event of Default exists; and

(D)the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;

(ii)the transaction does not violate Section 6.05;

provided that the Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions either prior to or upon the later to occur of 30 days following such transaction (or the earlier of the date of the required delivery of the next Pricing Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent) in order to preserve and protect the Liens on the Collateral securing the Secured Obligations.

In the case of clause (c)(i)(A) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Loan Documents.  Notwithstanding the

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foregoing, any Restricted Guarantor (x) may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or the Borrower or (y) dissolve, liquidate or wind up its affairs if such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect.

(d)Holdings may not consolidate or merge with or into or wind up into (whether or not Holdings is the surviving corporation) and may not sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any other Person unless:

(i)Holdings is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Holdings) or the Person to whom such sale, assignment, transfer, conveyance, lease or other disposition will have been made is organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (Holdings or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Holdings Guarantor”);

(ii)the Successor Holdings Guarantor, if other than Holdings, assumes all the Obligations of Holdings under the Holdings Guaranty and the Security Documents pursuant to documentation reasonably satisfactory to the Administrative Agent; and

(iii)immediately after such transaction, no Event of Default exists.

Notwithstanding the foregoing, Holdings may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Borrower or to another Guarantor.

Section 6.05.  Dispositions.  Cause, make or suffer to exist a Disposition, except:

(a)any Disposition of Cash Equivalents or Investment Grade Securities or obsolete, worn out, uneconomical or surplus assets in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b)the Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04;

(c)the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made (including payments in respect thereof), under Section 6.03;

(d)any Disposition of property or assets or issuance of Equity Interests (A) by a Restricted Subsidiary of the Borrower to the Borrower or (B) by the Borrower or a Restricted Subsidiary of the Borrower to another Restricted Subsidiary of the Borrower; provided that in the case of any event described in clause (B) where the transferee or purchaser is not a Guarantor, then at the option of the Borrower, either (1) such disposition shall constitute a Disposition for

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purposes of the definition of Prepayment Asset Sale or (2) the Net Cash Proceeds thereof, when aggregated with the amount of Permitted Investments made pursuant to clauses (a) and (c) of the definition thereof, shall not exceed the amount permitted by Section 6.03(d);

(e)any Permitted Asset Swap;

(f)the sale, lease, lease assignment or sub-lease of any real, intangible or personal property in the ordinary course of business;

(g)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h)any sale or other disposition in connection with any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement;

(i)sales of accounts receivable or rights to future advisory fees (i) in connection with the collection or compromise thereof or (ii) or participations therein, in connection with any Receivables Facility;

(j)transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such transfer shall constitute a Property Loss Event;

(k)the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrower or a Restricted Subsidiary are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(l)voluntary terminations of Hedging Obligations;

(m)any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, consultant or employee of the Borrower or any Restricted Subsidiary in respect of services provided to the Borrower or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Borrower;

(n)any Disposition to the extent not involving property (when taken together with any related Disposition or series of related Dispositions) with a fair market value in excess of $25,000,000;

(o)terminations of leases, subleases, licenses and sublicenses in the ordinary course of business;

(p)sales of non-core assets acquired in connection with Permitted Acquisitions, for which a marketing process has commenced which sales are marketed within 180 days of the date of the consummation of such Permitted Acquisition provided that the fair

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market value of such assets shall not exceed 25% of the EBITDA of the Acquired Entity or Business; and

(q)Dispositions not otherwise permitted under this Section 6.05, provided that:

(i)at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Disposition, and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $75,000,000 and 2.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose; and

(ii)any Disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions, when taken together with all other Dispositions made in reliance on this clause (q), does not have a fair market value in excess of $400,000,000;

(r)foreclosures;

(s)Sale and Lease-Back Transactions involving (i) real property owned on the Closing Date (other than any Mortgaged Property), (ii) property acquired not more than 180 days prior to such Sale and Lease Back Transaction for cash in an amount at least equal to the cost of such property and (iii) other property for cash consideration if the sale is treated as a Prepayment Asset Sale;

(t)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than any Unrestricted Subsidiary in which the Borrower or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to paragraph (l) of the definition of “Permitted Investments”; and

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(u)the sale or other disposition of a Seed Capital Investment in the ordinary course of business.

provided that the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, with respect to any Disposition of any property with a fair market value in excess of $25,000,000 must be at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of.  To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 6.06.  Transactions with Affiliates.  Except for transactions by or among Loan Parties (or by and among the Borrower and its Restricted Subsidiaries), sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, in each case, involving aggregate payments or consideration in excess of $10,000,000 unless:

(a)such transaction is on terms that are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(b)the Borrower delivers to the Administrative Agent with respect to any such transaction or series of related transactions involving aggregate payments or consideration in excess of $25,000,000, a resolution adopted by the majority of the board of directors of the Borrower approving such transaction and set forth in an Officer’s Certificate certifying that such transaction complies with clause (a) above.

(c)The foregoing provisions will not apply to the following:

(i)the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;

(ii)the Borrower and its Restricted Subsidiaries may pay fees, expenses and make indemnification payments directly or indirectly pursuant to and in accordance with the Management Agreement (as in effect on the Closing Date);

(iii)the Transactions and the payment of the Transaction Expenses;

(iv)issuances by the Borrower and its Restricted Subsidiaries of Equity Interests not prohibited under this Agreement;

(v)reasonable and customary fees payable to any directors of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent

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company) and reimbursement of reasonable out-of-pocket costs of the directors of the Borrower and its subsidiaries (or any direct or indirect parent company) in the ordinary course of business (in the case of any direct or indirect parent to the extent reasonably attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries);

(vi)expense reimbursement and employment, severance and compensation arrangements entered into by the Borrower, any of its direct or indirect parent companies, or any Subsidiaries with their officers, employees or consultants in the ordinary course of business including, without limitation, the payment of stay bonuses and incentive compensation and/or such officer’s, employee’s or consultant’s equity investment in certain Restricted Subsidiaries and other stock option, stock incentive, equity, bonus and other compensation plans;

(vii)payments by the Borrower and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Holdings and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

(viii)the payment of reasonable and customary indemnities to directors, officers, employees or consultants of the Borrower (or any direct or indirect parent company) and its Subsidiaries in the ordinary course of business and the entering into related agreements, in the case of any direct or indirect parent company to the extent attributable to the operations of the Borrower and its Subsidiaries;

(ix)transactions pursuant to permitted agreements in existence on the Closing Date (other than the Management Agreement) and disclosed to the Lenders prior to the Closing Date and any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect;

(x)Restricted Payments permitted under Section 6.03 or any Permitted Investment (including Seed Capital Investments) or dispositions permitted by Section 6.05(b);

(xi)payments by the Borrower and its Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the board of directors of the Borrower, in good faith;

(xii)loans and other transactions among the Borrower and its subsidiaries (and any direct and indirect parent company of the Borrower) to the extent permitted hereunder; provided that any Indebtedness of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party and is incurred after the

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Closing Date shall be subject to subordination provisions no less favorable to the Lenders than the subordination provisions reasonably acceptable to the Administrative Agent;

(xiii)the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (xiii) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the Lenders when taken as a whole;

(xiv)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(xv)payments or loans (or cancellation of loans) to employees or consultants of the Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries which are approved by a majority of the board of directors of the Borrower in good faith and otherwise permitted hereunder;

(xvi)payments to investment and commercial banks (or their affiliates) for financial advisory and other investment and commercial banking services and financings provided by them in the ordinary course of business on ordinary commercial terms;

(xvii)investments by Affiliates of the Borrower in investment funds managed by the Borrower or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds;

(xviii)any transaction with a Receivables Subsidiary effected as part of a Receivables Facility, including sales of accounts receivable, or participations therein;

(xix)any transaction with the Borrower, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute a transaction with an Affiliate solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; and

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(xx)any transaction with, or payment to, any financial institution or distribution participant in connection with the sale or distribution of securities or providing in-vestment management services in the ordinary course of business of the Borrower and its Restricted Subsidiaries.

Section 6.07.  Senior Secured Net Leverage Ratio.  Permit the Senior Secured Net Leverage Ratio the last day of any fiscal quarter set forth below to be greater than 5.75:1.00; provided, that the covenant set forth in this Section 6.07 shall be of no force or effect from and after the Discharge of First-Lien Obligations.

Section 6.08.  Restrictive Agreements.  Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:

(a)the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;

(b)the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; or

(c)the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries;

provided that the foregoing shall not apply to:

(i)restrictions and conditions imposed by law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;

(ii)customary restrictions and conditions contained in agreements relating to any sale of assets or Equity Interests pending such sale, provided such restrictions and conditions apply only to the Person or property that is to be sold;

(iii)restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder or (y) by the terms of the documentation governing any Receivables Facility that in the good faith determination of Holdings or the Borrower are necessary or advisable to effect such Receivables Facility;

(iv)restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property or assets intended to secure such Indebtedness;

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(v)contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;

(vi)restrictions and conditions imposed by the terms of the documentation governing any Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Borrower that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01;

(vii)customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.03 and applicable solely to such joint venture entered into in the ordinary course of business;

(viii)negative pledges and restrictions on Liens in favor of any holder of Indebtedness entered into after the date hereof and otherwise permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis;

(ix)restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(x)Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;

(xi)any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(xii)restrictions and conditions imposed by the terms of the documentation governing Seed Capital Investments; and

(xiii)clause (a) and clause (c) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment, sale or transfer thereof, in each case entered into in the ordinary course of business or which exists on the date hereof, and no such clause in this Section 6.08 shall prohibit or restrict such party’s right to execute a subordination, non-disturbance and

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attornment agreement in a form customary and reasonably acceptable to Borrower or such Restricted Subsidiary.

Section 6.09.  Limitation on Business of Holdings, the Borrower and Its Restricted Subsidiaries.  (a)  Engage in any line of business material to the Borrower and its subsidiaries taken as a whole other than (x) those lines of business conducted by the Borrower or any Restricted Subsidiary on the Closing Date or (y) any Similar Business.

(b)In the case of the Holdings only, and notwithstanding the foregoing or anything else in this Agreement to the contrary, engage in any business or own any significant assets or have any material liabilities other than (i) (w) its ownership of the capital stock of its Subsidiaries from time to time and activities incidental thereto, (x) the ownership of all the outstanding shares of Capital Stock of other entities created or acquired in a transaction otherwise permitted not prohibit hereunder and activities incidental thereto, (y) own or acquire any assets (other than all of the outstanding shares of Capital Stock of the Borrower, the cash proceeds of any Restricted Payments permitted by Section 6.03 or all of the outstanding shares of Capital Stock of any other entity created or acquired in a transaction not prohibited hereunder) and (z) holding cash and Cash Equivalents in the aggregate at any time (together with any investment income thereon) and (ii) those liabilities and Indebtedness which it is responsible for under this Agreement, the other Loan Documents to which it is a party and documentation in respect of any Indebtedness incurred by it (including the Existing Notes due 2015, the New Senior Notes) and Investments it makes (including Permitted Acquisitions); provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence in compliance with applicable law and (ii) legal, tax and accounting matters in connection with any of the foregoing activities.  In furtherance of the foregoing, no subsidiary shall make any Restricted Payment or transfer any asset to Holdings if after giving effect thereto and the application of the proceeds thereof, the Holdings would not be in compliance with this Section 6.09(b).

Section 6.10.  Modification of Junior Financing Documentation.  Directly or indirectly, amend, modify or change  (a) the subordination provisions of any Junior Financing Documentation (and the component definitions used therein) or (b) any other term or condition of the Existing Notes Documentation, the New Senior Notes Documentation or any Junior Financing Documentation, or any documentation governing any Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt or any Refinancing Indebtedness in respect of the foregoing in the case of clause (b), in any manner materially adverse to the interests of the Lenders without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Section 6.11.  Changes in Fiscal Year.  Make any change in its fiscal year after the Closing Date; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

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Section 6.12.  Acquisitions.  Make any Acquisition other than a Permitted Acquisition consummated in accordance with Section 5.12 or Acquisitions pursuant to clause (l) of the definition of Permitted Investments.

ARTICLE VII

Events of Default

Section 7.01.  Events of Default.  In case of the happening and continuance of any of the following events (“Events of Default”):

(a)any representation or warranty made or deemed made in any Loan Document or any representation, or warranty contained in any certificate required to be furnished pursuant to any Loan Document, shall prove to have been false or materially misleading when so made, deemed made or furnished;

(b)default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for mandatory prepayment thereof or by acceleration thereof or otherwise;

(c)default shall be made in the payment of (x) any reimbursement with respect to any L/C Disbursement, interest on any Loan or L/C Disbursement or any Fee (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days or (y) any other amount (other than an amount referred to in clause (b) above or the preceding clause (x)) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of 15 Business Days;

(d)default shall be made in the due observance or performance by Holdings, the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.01(a) (with respect to the Borrower), 5.05(a) or in Article VI;

(e)default shall be made in the due observance or performance by any Loan Party or its Restricted Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (b), (c), or (d)) and such default shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower;

(f)(i) Holdings, the Borrower or any Restricted Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to an applicable grace period, cure, amendment or waiver), which failure enables or permits (with or without the giving of notice) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such Material Indebtedness at its maturity or (ii) any other event or condition occurs that results in any Material Indebtedness

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becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that clause (ii) shall not apply to secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness if such sale or transfer is otherwise permitted hereunder;

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Holdings, Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), or of a substantial part of the property or assets of the Holdings, Borrower or a Restricted Subsidiary (other than an Immaterial Subsidiary), under Title 11 of the United States Code (the “Bankruptcy Code”), as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of Holdings, the Borrower or a Restricted Subsidiary (other than an Immaterial Subsidiary) or (iii) the winding-up or liquidation of Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of any proceeding or the filing of any petition described in paragraph (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit in writing its general inability or fail generally to pay its debts as they become due;

(i)one or more judgments for the payment of money in an aggregate amount exceeding $35,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement as to which the indemnifying party has not denied liability) shall be rendered against Holdings, the Borrower and/or any Restricted Subsidiary (other than an Immaterial Subsidiary) and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;

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(j)(i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) a Pension Event occurs with respect to a Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect;

(k)any material provision of any Loan Document, at any time after its execution and delivery, shall for any reason cease to be in full force and effect (other than in accordance with its terms or in accordance with the terms of the other Loan Documents or as a result of the action or inaction of any Agent or a Lender), or any Loan Party contests in writing the validity or enforceability of any material provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms of the Loan Documents);

(l)other than with respect to de minimis items of Collateral not exceeding $5,000,000 in the aggregate, any Lien purported to be created by any Security Document shall cease to be (other than as a result of the action or inaction of any Agent or a Lender), or shall be asserted in writing by any Loan Party not to be, a valid, perfected first priority Lien (subject only to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agents pursuant to any applicable law) having the priority contemplated thereby or by the Intercreditor Agreement (except as otherwise expressly provided in this Agreement or such Security Document) on the securities, assets or properties purported to be covered thereby, except to the extent that any lack of validity, perfection or priority results from any act or omission of any Collateral Agent, the Administrative Agent, or any Lender (so long as such act or omission does not result from the breach or non-compliance by a Loan Party with the Loan Documents); or

(m)there shall have occurred a Change of Control prior to the Discharge of First-Lien Obligations;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may (with the consent of the Required Lenders), and at the request of the Required Lenders shall, by written notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, to the extent permitted by applicable law, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, to the extent permitted by

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applicable law, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 7.02.  Right to Cure.  Notwithstanding anything to the contrary contained in this Article VII, in the event that the Borrower fails to comply with the requirements of Section 6.07 as of the end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 20 days after the date the Pricing Certificate is required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to its common equity in an amount equal no greater than that needed to cause the Borrower to be in compliance with the requirements of Section 6.07 (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.07 shall be recalculated giving effect to the following pro forma adjustments:  (i) EBITDA shall be increased, solely for the purposes of determining compliance with Section 6.07, including determining compliance with Section 6.07 as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount and (ii) if, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.07 shall be satisfied, then the requirements of Section 6.07 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.07 that had occurred shall be deemed cured for the purposes of this Agreement.  Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there shall be a period of at least two fiscal quarter in which the Cure Right is not exercised, (y) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.07 and (z) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 20th day following date of delivery of the Pricing Certificate under Section 5.04(c) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, the Collateral Agents nor any other Lender or Secured Party shall (i) exercise any right to foreclose on or take possession of the Collateral or (ii) exercise and other remedy hereunder or applicable law solely on the basis of an Event of Default having occurred and being continuing under Section 6.07.

ARTICLE VIII

The Administrative Agent and the Collateral Agent

Each of the First-Lien Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the First-Lien Collateral Agent (the Administrative Agent and the First-Lien Collateral Agent are referred to collectively as the “First-Lien Agents”) its agent and authorizes the First-Lien Agents to take such actions on its behalf and to exercise such powers as are delegated to such First-Lien Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  Without limiting the generality of the foregoing, the First-Lien Agents are hereby expressly authorized to execute any and all documents (including releases), including the Intercreditor Agreement, the other

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intercreditor agreements contemplated hereby and the Security Documents with respect to the Collateral and the rights of the First-Lien Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.  The First-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents.

Each of the Second-Lien Lenders hereby irrevocably appoints each of the Administrative Agent and the Second-Lien Collateral Agent (the Administrative Agent and the Second-Lien Collateral Agent are referred to collectively as the “Second-Lien Agents”) its agent and authorizes the Second-Lien Agents to take such actions on its behalf and to exercise such powers as are delegated to such Second-Lien Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  Without limiting the generality of the foregoing, the Second-Lien Agents are hereby expressly authorized to execute any and all documents (including releases), including the Intercreditor Agreement and the Security Documents with respect to the Collateral and the rights of the Second-Lien Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.  The Second-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents.

The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity.  Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its (or its agents’, employees’, advisors’, director’s, officer’s or affiliates’) own gross negligence, bad faith or willful misconduct or breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

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Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person.  Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, and shall not incur any liability for relying thereon.  Each Agent may consult with legal counsel (who may be counsel for the Borrower or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts.

For purposes of determining compliance with the conditions specified in Section 4.01 or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date or Credit Event specifying its objection thereto.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it.  Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities provided for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant First-Lien Lenders, each Issuing Bank (if applicable) and the Borrower.  Upon receipt of any such notice of resignation of the Administrative Agent or the First-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States

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branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000.

Subject to the appointment and acceptance of a successor Second-Lien Agent as provided below, any Second-Lien Agent may resign at any time by notifying in writing the relevant Second-Lien Lenders and the Borrower.  Upon receipt of any such notice of resignation of the Administrative Agent or the Second-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000.

If no successor agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its written notice, the resigning Agent may appoint, after consulting with the relevant Lenders and the Borrower, a successor agent from among the relevant Lenders.  If no successor agent has accepted appointment as the successor agent by the date which is 60 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the relevant Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the resigning Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed).  Upon the acceptance of any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents.  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.

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Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise;

(a)to file and prove a claim for the whole amount of the First-Lien Obligations or Second-Lien Obligations, as applicable and to file such other documents as may be necessary or advisable in order to have the claims of the First-Lien Lenders and each First-Lien Agent or the Second-Lien Lenders and each Second Lien-Agent, as applicable (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and each Agent and their respective agents and counsel and all other amounts due such Lenders and the Administrative Agent under Sections 2.05 and 9.05) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to such Agent and, in the event such Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts in each case due the Administrative Agent under Sections 2.05 and 9.05.

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Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any relevant Lender any plan or reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any relevant Lender to authorize such Agent to vote in respect of the claim of any such Lender in any such proceeding.

Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agents in this Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article VIII included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided herein with respect to such Issuing Bank.

Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the benefit of the Agents and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law of the United States of America can be perfected only by possession.  Should any Secured Party (other than an Agent) obtain possession of any such Collateral, such Secured Party shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent, or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

ARTICLE IX

Miscellaneous

Section 9.01.  Notices.  Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(a)if to Holdings or the Borrower, to them at:

Nuveen Investments, Inc.

333 W. Wacker Drive

Chicago, IL 60606

Attention: General Counsel & Principal Financial Officer

Telephone: (312) 917-7700

Telecopier: (312) 917-7952

with a copy to (which shall not constitute notice):

Madison Dearbon Partners

Three First National Plaza, Suite 3800

Chicago, IL 60602

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Attention:	Vahe Dombalagian, Managing Director, and
	Edward Magnus, Director
Telephone:	(312) 895-1000
Telecopier:	(312) 895-1001

and
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, IL 60654
Attention:	Linda K. Myers, P.C., and
	Richard Porter, P.C.
Telephone:	(312) 862-2000
Telecopier:	(312) 862-2200
Electronic Mail: linda.myers@kirkland.com, richard.porter@kirkland.com;

(b)if to Deutsche Bank AG New York Branch as an Agent or Swingline Lender, to:

Deutsche Bank AG New York Branch

90 Hudson Street

Jersey City, NJ 07302

Attention: Noreen Young

Telephone: (201) 593-2445

Telecopier: (201) 593-2314

and

Deutsche Bank AG New York Branch

60 Wall Street

New York, NY 10005

Attention: Michael Winters

Telephone: (212) 250-8341

Telecopier: (212) 797-5690

(c)if to Deutsche Bank AG New York Branch as Issuing Bank, to:

Deutsche Bank AG New York Branch

60 Wall Street, 38th Floor

New York, NY 10005

Attention: Everadus Rozing

Telephone: (212) 250-1014

Telecopier: (212) 797-0403

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(d)if to a Lender, to it at its address (or fax number) set forth (w) on Schedule 2.01 to the Original Credit Agreement, (x) in the Second Amendment (in the case of a Tranche A First-Lien Term Loan Lender) or the Third Amendment (in the case of a Tranche B First-Lien Term Loan Lender or a Tranche B Second-Lien Term Loan Lender), (y) in the First Restatement Agreement, Second Restatement Agreement or Third Restatement Agreement, as applicable or (z) in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case, delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.  As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time in writing, notices and other communications may also be delivered or furnished by e-mail; provided that approval of such procedures may be limited to particular notices or communications.  All such notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

Section 9.02.  Survival of Agreement.  All covenants, agreements, representations and warranties made by the Borrower herein or any other Loan Document, shall be considered to have been relied upon by the Agents, the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by each Issuing Bank, regardless of any investigation made by the Agents, the Lenders or such Issuing Bank or on their behalf, and notwithstanding that any Agent, any Lender or any Issuing Bank may have had notice or actual knowledge of any Default at the time of any Credit Event shall continue in full force and effect until the Termination Date.  The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

Section 9.03.  Binding Effect.  This Agreement shall become effective upon the Third Restatement Effective Date.

Section 9.04.  Successors and Assigns.  (a)  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Administrative Agent, the Collateral Agent, any Issuing Bank or the

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Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns.

(b)Each Lender may assign to one or more assignees (in each case, other than to Disqualified Institutions and in the case of the Second-Lien Term Loans, Persons which are not Qualified Institutional Buyers (as defined in Rule 144A as promulgated under the Securities Act)) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans of any Class at the time owing to it); provided, however, that (i) each of the Administrative Agent and the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided that no such consent shall be required to any such assignment made to a Lender or an Affiliate or Related Fund of a Lender (in each case, other than to Disqualified Institutions and in the case of the Second-Lien Term Loans, Persons which are not Qualified Institutional Buyers (as defined in Rule 144A as promulgated under the Securities Act)) (each, an “Eligible Assignee”) and the consent of the Borrower shall not be required with respect to assignments of First-Lien Incremental Term Loans on and from the First Incremental Amendment Effective Date until the 45th date thereafter, or during the continuance of any Event of Default arising under clause (b), (c), (g)(i) or (h) of Section 7.01, (ii) in the case of any assignment of a Revolving Credit Commitment of any Class, each Issuing Bank (to the extent its L/C Exposure equals or exceeds $5,000,000) and the Swingline Lender must give its prior written consent (which consent shall not be unreasonably withheld or delayed), (iii) (A) in the case of any assignment, other than assignments to any Eligible Assignee, the amount of the Revolving Credit Commitment of any Class of the assigning Lender (or, in the case of an assignment of Loans after the Revolving Credit Commitment of such Class has expired or been terminated, the aggregate principal amount of the loans of the assigning Lenders) subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if less, the entire remaining amount of such Lender’s Revolving Credit Commitment of such Class (or Loans) and shall be in an amount that is an integral multiple of $1,000,000 (or the entire remaining amount of such Lender’s Revolving Credit Commitment (or Loans) of the applicable Class), the amount of the Term Loans of any Class of the assigning Lender under a given Class subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000  (or if less, the entire remaining amount of such Lender’s Term Loans of the applicable Class) and shall be in an amount that is an integral multiple of $1,000,000  (or the entire remaining amount of such Lender’s Term Loans of the applicable Class), provided, however, that simultaneous assignments by or to two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, and (B) in the case of any assignment to any Eligible Assignee, after giving effect to such assignment, the aggregate Revolving Credit Commitments of any Class (or Loans), or Term Loans of any Class of the assigning Lender under a given Class and its Affiliates and Related Funds shall be zero or not less than $1,000,000  and the aggregate Revolving Credit Commitments of any Class (or Loans) or Term Loans of any Class of the assignee Lenders and their Affiliates and Related Funds shall be not less than $1,000,000, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (or, if previously

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agreed with the Administrative Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion; provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more Related Funds) and (v) the assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent and the Borrower, an Administrative Questionnaire and the tax forms required under Section 2.20(e) or (f), as applicable.  Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, as well as to any Fees accrued for its account and not yet paid).  Any assignment or transfer that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section 9.04. This clause (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Loans or Commitments on a non-pro rata basis.

(c)By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows:  (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Revolving Credit Commitment of the applicable Class, and the outstanding balances of its Term Loans of the applicable Class and Revolving Loans of the applicable Class, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrower or any subsidiary or the performance or observance by Holdings, the Borrower or any subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance, (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) or delivered pursuant to Section 5.04, the Intercreditor Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender 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 this Agreement, (vi) such assignee agrees to be bound by the Intercreditor Agreement and the other

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intercreditor agreements contemplated hereby, (vii) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto, (viii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender, and (ix) to the extent applicable, such assignee is an Eligible Assignee and does not constitute a Disqualified Institution.

(d)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and any changes thereto, whether by assignment or otherwise, and the Commitment (by Class) of, and principal amount of the Loans (by Class) (and related interest amount and fees with respect to such Loan) owing and paid to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest effort and the Borrower, the Administrative Agent, each Issuing Bank, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and Lenders at any reasonable time and from time to time upon reasonable prior notice.

(e)Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent, the Borrower and the Issuing Banks to such assignment (in each case to the extent required pursuant to paragraph (b) above) and any applicable tax forms required by Section 2.20(e) or (f), as applicable, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) promptly record the information contained therein in the Register.  No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

(f)Each Lender may without the consent of the Borrower, the Swingline Lender, any Issuing Bank or the Administrative Agent sell participations to one or more banks or other Persons (other than to Disqualified Institutions) in all or a portion of its rights and obligations under this Agreement (including all or a portion of any Class of its Commitment and any Class of the Loans owing to it and its participations in the L/C Exposure and/or Swingline Loans); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other Persons shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant and in the case of Section 2.20, only if such participant shall have provided any form of information that it would have been required to provide under such Section if it were a Lender), (iv) to the extent permitted by applicable law, each participant also shall be entitled to the benefits of Section 9.06 as though it

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were a Lender, so long as such participant agrees to be subject to Section 2.18 as though it were a Lender and (v) the Borrower, the Administrative Agent, each Issuing Bank, the Swingline Lender and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers described in clauses (i), (ii) and (iii) of Section 9.08(b) as it pertains to the Class of Loans or Commitments in which such participant has an interest).  Each Lender selling a participation to a participant (i) shall keep a register, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such participant’s entitlement to payments of principal and interest with respect to such participation and (ii) shall provide the Administrative Agent and the Borrower with the applicable forms, certificates and statements described in Section 2.20(e) or (f) hereof, as applicable, as if such participant was a Lender hereunder.  Notwithstanding anything in clause (ii) of the immediately preceding sentence to the contrary, each Lender shall have the right to sell one or more participations to one or more Lenders or other Persons that provide financing to such Lender in the form of sales and repurchases of participations without having to satisfy the requirements set forth therein.

(g)Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any non-public information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree to preserve the confidentiality of such non-public information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(h)Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that (i) such assignment shall not increase the costs or expenses or otherwise increase or change the obligations of Holdings or the Borrower hereunder or any Loan Party under any other Loan Document and (ii) no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(i)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that (x) neither the grant to any SPC nor the exercise by any

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SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of Holdings or the Borrower hereunder or any Loan Party under any other Loan Document, (y) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (z) the Granting Lender shall for all purposes remain the Lender of record hereunder.  In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender and (B) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

(j)The Borrower shall not assign or delegate any of its rights or duties hereunder (other than in a transaction permitted by Section 6.04) without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.

(k)If the Borrower wishes to replace the Loans or Commitments under any Credit Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Credit Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Credit Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)).  Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Credit Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 2.16.  By receiving such purchase price, the Lenders under such Credit Facility shall automatically be deemed to have assigned the Loans or Commitments under such Credit Facility pursuant to the terms of an Assignment and Acceptance, and accordingly no other action by such Lenders shall be required in connection therewith.  The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

Section 9.05.  Expenses; Indemnity.  (a)  If the Closing Date occurs, the Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (but limited, as to legal fees and expenses, to those of White & Case LLP, counsel for the Administrative Agent and the Initial Lenders taken as a whole, and, if reasonably necessary, of one local counsel in each material jurisdiction) incurred by the Administrative Agent and the Initial Lenders, in connection with the syndication of the Credit Facilities and execution, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof requested by or for the benefit of the Borrower (including, without limitation, the reasonable fees, disbursements and other charges of one counsel identified herein (plus one local counsel in each material jurisdiction)) and (ii) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to one counsel for

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all such Persons taken as a whole, and, if reasonably necessary, of one local counsel to all such Persons taken as a whole in any material jurisdiction) incurred by the Agents, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder.

(b)The Borrower agrees to indemnify the Administrative Agent, the Lenders and their affiliates and their respective officers, directors, employees, trustees, advisors, agents and controlling persons involved in the Transactions (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all actual out-of-pocket costs, out-of-pocket expenses (including reasonable fees, documented out-of-pocket disbursements and other charges of one counsel to the Indemnitees, taken as a whole, and one local counsel to the Indemnitees taken as a whole in each material jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably concluded that there are legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of or in connection with (w) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (x) the use of the proceeds of the Loans or issuance of Letters of Credit, (y) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrower or any of the subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrower or the subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee (or its Affiliates and the respective directors, officers, employees and agents of such Indemnitee and such Indemnitee’s Affiliates) (each, a “related party” of such Indemnitee) or breach of its (or any of its related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby, (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrower after such property is transferred to any Indemnitee, any of its related parties or any of their respective successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer or (z) resulted from any dispute solely among Indemnitees and (or their related parties) not involving the Borrower, the Sponsor or their respective Affiliates.  The Borrower shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides the Borrower with an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by the Borrower to such Indemnitee to the extent any of the foregoing items in clauses (x) and (y) occurs.  Notwithstanding the foregoing, this Section 9.05 shall not apply to Tax matters, which shall be governed exclusively by Section 2.20.

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(c)To the extent that the Borrower fails to pay any amount required to be paid by it to (i) the Arrangers, the Administrative Agent or any other Indemnitee related thereto under paragraph (a) or (b) of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Arrangers, such Indemnitee and the Administrative Agent, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, the (ii) the First-Lien Collateral Agent, the Issuing Banks, the Swingline Lender or any other Indemnitee related thereto under paragraph (a) or (b) of this Section each First-Lien Lender (other than, in the case of the Issuing Banks and the Swingline Lender, any Term Lender) severally agrees to pay to the First-Lien Collateral Agent, such Issuing Bank, the Swingline Lender or any other Indemnitee related thereto, as the case may be, such First-Lien Lender’s pro rata share (determined as if the time that the applicable unreimbursed expense or indemnity is sought) of such unpaid amount and (iii) the Second-Lien Collateral Agent or any other Indemnitee related thereto under paragraphs (a) or (b) of this Section, each Second-Lien Lender severally agrees to pay the Second-Lien Collateral Agent or any other Indemnitee related thereto such Second-Lien Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arrangers, the Agents, the Issuing Banks, the Swingline Lender or such Indemnitee in its capacity as such.  For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding First-Lien Term Loans and outstanding Second-Lien Term Loans and unused commitments at the time. It is understood and agreed that all indemnities under the Original Credit Agreement shall survive the Third Restatement Effective Date.

(d)To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim from (i) the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, fraud, gross negligence or breach of the Loan Documents of such party of any of its Affiliates or the respective directors, officers, employees and agents of such party and such party’s Affiliates and (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)The provisions of this Section 9.05 shall survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Banks.  All amounts due under this Section 9.05 shall be payable within 30 days after receipt of an invoice relating thereto setting forth such amounts in reasonable detail.

Section 9.06.  Right of Setoff; Payments Set Aside.  (a)  If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from

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time to time, except to the extent prohibited by law, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its subsidiaries) to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than tax, payroll, employee benefit, fiduciary or trust accounts) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter due and owing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be denominated in a currency different from that of the applicable deposit or Indebtedness.  The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(b)To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, then (i) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

Section 9.07.  Applicable Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

Section 9.08.  Waivers; Amendment.  (a)  No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise

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thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b)Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Required Lenders and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity date of or date for the payment of any interest on, any Loan or any date for reimbursement of an L/C Disbursement, forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any change to the component definitions of the Senior Secured Net Leverage Ratio affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of Holdings, the Borrower and the Required Lenders), (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, including, without limitation, amendments to Section 2.05(d) and the definition of Repricing Transaction (it being understood that any change to the component definitions of the Senior Secured Net Leverage Ratio affecting the determination of any Fee and the waiver of a Default, Event of Default or default fees shall only require the consent of the Borrower and the Required Lenders), (iii) amend or modify the provisions of Section 2.17, the provisions of Section 2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or release all or substantially all of the Guarantors or all or substantially all of the Collateral (except as permitted under Sections 6.04, 6.05 or 9.18 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, or (iv) reduce the percentage contained in the definition of the term “Required Lenders”, “Required Class Lenders” or “Required Revolving Lenders” without the prior written consent of each Lender, each Lender of the affected Class or each Revolving Credit Lender, respectively (it being understood that with the consent of the Required Lenders, the Required Class Lenders or the Required Revolving Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders, Required Revolving Lenders or Required Class Lenders on substantially the same basis as the Commitments and extensions of credit thereunder on the date hereof and this Section may be amended to reflect such extension of credit); provided, further, that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, such Issuing

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Bank or the Swingline Lender, as the case may be, (x) no such agreement shall make any change to the documents that by its terms affects the rights of any Class of Lenders to receive payments in any manner different than any other Class of Lenders without the written consent of the Required Class Lenders of such Class; and (y) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.

(c)Notwithstanding the foregoing, in addition to any credit extensions and related Incremental Amendments or Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24 or Section 2.25, as applicable, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and Fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, the Required Revolving Lenders, the Required Class Lenders and other definitions related to such new credit facilities and (iii) to provide class protection for any additional credit facilities in a manner consistent with those provided herein for the Classes of Lenders contemplated by this Agreement as in effect on the Closing Date.

(d)Notwithstanding the foregoing, in addition, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing in whole, but not in part, of any Class of outstanding Term Loans or any then outstanding Class of Replacement Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Percentage for such Replacement Term Loans shall not be higher than the Applicable Percentage for such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (without giving effect to annual amortization on any Refinanced Term Loan Facility not in excess of 1% of the principal amount thereof) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing; provided, further that to the extent of any conflict or inconsistency between this Section 9.08(d) and Section 2.24, Section 2.24 shall control in all respects.

(e)Notwithstanding the foregoing, any amendment, modification or waiver of, or consent with respect to Section 2.13(e) with respect to the application of any mandatory prepayment that results in a Class of Lenders being allocated a lesser repayment than such Class would otherwise have been entitled to in the absence of such amendment, modification or waiver, shall require the consent of the Required Class Lenders or the Required Revolving

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Lenders, as applicable for such affected Class (except in the case where additional extensions of terms loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Closing Date).

(f)Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments.

(g)Further, notwithstanding anything to the contrary contained in this Section 9.08, if following the Closing Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretions that there is an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

Section 9.09.  Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount shall have been received by such Lender.

Section 9.10.  Entire Agreement.  This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof.  Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents.  Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Indemnitees, the Arrangers, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

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IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12.  Severability.  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.13.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03.  Delivery of an executed signature page to this Agreement by facsimile transmission or electronic mail (by .pdf file) shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.14.  Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 9.15.  Jurisdiction; Consent to Service of Process.  (a)  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.

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(b)           Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any Person to this Agreement to serve process in any other manner permitted by law.

Section 9.16.  Confidentiality.  Each of the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ (other than Excluded Parties, trustees, officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any Governmental Authority having jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent, the Collateral Agent, such Arranger, such Issuing Bank or such Lender that discloses any Information pursuant to this clause (c) shall provide the Borrower with prompt notice of such disclosure and an opportunity to contest such disclosure as long as furnishing such notice and opportunity would not result in the Lenders’ violation of applicable law, to the extent permitted by applicable law), (d) to the extent reasonably necessary in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 9.16 (or as otherwise may be acceptable to the Borrower), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents, (ii) any pledgee referred to in Section 9.04(h) or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower, any subsidiary or any Affiliate thereof or any of their respective obligations, (f) with the prior written consent of the Borrower, (g) to any Rating Agency when required by it (it being understood that, prior to any such disclosure, such Rating Agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Person) or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16.  For the purposes of this Section, “Information” shall mean all information received from the Borrower, Holdings or any Subsidiary and related to Holdings, the Borrower, the Subsidiaries or their business, other than any such information that is publicly available to the Administrative Agent, the Collateral Agent, any Arranger, any Issuing Bank or any Lender, other than by reason of disclosure by Administrative Agent, the Collateral Agent, any Arranger, any Issuing Bank or any Lender in breach of this Section 9.16 or other confidentiality obligations in favor of the Loan Parties.

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Section 9.17.  No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:  (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers on the other hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings or the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger has any obligation to Holdings or the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of Holdings and the Borrower and its Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests to Holdings, the Borrower or its Affiliates.  To the fullest extent permitted by law, each of Holdings and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 9.18.  Release of Collateral.  The Lenders irrevocably authorize the Collateral Agents (and the Collateral Agents agree):

(a)           The First-Lien Lenders irrevocably authorize the First-Lien Agents (and the First-Lien Agents agree) (i) to release any Lien on any property granted to or held by the First-Lien Collateral Agent or the Administrative Agent under any Loan Document and (ii) to release each Loan Party from its obligations under the Loan Documents (A) upon the payment in full of all First-Lien Obligations (other than any contingent obligations), (B) upon the Termination Date or, if earlier, upon the Discharge of First-Lien Obligations, (C) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (D) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders, or (E) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below;

(b)           The Second-Lien Lenders irrevocably authorize the Second-Lien Agents (and the Second-Lien Agents agree) (i) to release any Lien on any property granted to or held by the Second-Lien Collateral Agent or the Administrative Agent under any Loan Document and (ii) to release each Loan Party from its obligations under the Loan Documents (A) upon the payment in full of all Second-Lien Obligations (other than any contingent obligations), (B) upon the Termination Date or, if earlier, upon the Discharge

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of Second-Lien Obligations, (C) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (D) subject to Section 9.08, if approved, authorized or ratified in writing by the Required Lenders, or (E) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below;

(c)           at the request of the Borrower, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (f), (h) and (s) of the definition of Permitted Liens;

(d)           to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the New Senior Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, any Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing unless and until such Guarantor is (or is being substantially simultaneously) released from its guarantee with respect to the New Senior Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, such Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing; and

(e)           to enter into the intercreditor arrangements contemplated by the definitions of “Permitted First Priority Refinancing Debt”, “Permitted Second Priority Refinancing Debt” or by Sections 2.24 and 2.25.

Upon request by any Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of property,  to release any Subsidiary Guarantor from its obligations under the Loan Documents or to enter into intercreditor arrangements, in each case, pursuant to this Section 9.18.  In each case as specified in this Section 9.18, the relevant Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Loan Party from its obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 9.18.

Section 9.19.  USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA PATRIOT Act.

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Section 9.20.  Lender Action.  Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or any Hedging Obligation (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent.  The provision of this Section 9.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 9.21.  Effectiveness of Merger.  Upon the consummation of the Merger, the Borrower shall automatically succeed to all the rights and obligations of Merger Sub under this Agreement, without any further action by any Person.

Section 9.22.  Other Liens on Collateral; Terms of Intercreditor Agreement; Etc.

(a)           EACH SECOND-LIEN LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ANY LIENS CREATED ON THE COLLATERAL PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN RESPECT OF THE FIRST-LIEN FACILITIES SHALL BE SENIOR TO THE LIENS CREATED UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RELATING TO THE SECOND-LIEN FACILITIES PURSUANT TO THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE COLLATERAL SHALL BE REQUIRED TO BE SUBJECT TO THE LIEN SUBORDINATION PROVISIONS (TO THE EXTENT APPLICABLE) OF THE INTERCREDITOR AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE BINDING UPON THE SECURED PARTIES PURSUANT TO THIS AGREEMENT.

(b)           EACH LENDER AUTHORIZES AND INSTRUCTS THE RELEVANT COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AND THE OTHER INTERCREDITOR AGREEMENTS CONTEMPLATED HEREBY ON BEHALF OF SUCH LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.

(c)           EACH FIRST-LIEN LENDER ACKNOWLEDGES AND AGREES THAT THE VOTING ARRANGEMENTS SET FORTH IN SECTION 5.7 OF THE INTERCREDITOR AGREEMENT ARE BINDING UPON EACH SUCH FIRST-LIEN LENDER AND EACH SUCH FIRST-LIEN LENDER AGREES TO ABIDE BY THE TERMS THEREOF.

(d)           THE PROVISIONS OF THIS SECTION 9.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT,   REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.  EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND

189

NO AGENT (AND NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.

(e)           THE PROVISIONS OF THIS SECTION 9.19 SHALL APPLY WITH EQUAL FORCE MUTATIS MUTANDIS TO THE INTERCREDITOR AGREEMENT AND ANY ADDITIONAL INTERCREDITOR AGREEMENT REFERRED TO IN SECTION 9.18(E).

ARTICLE X

Holdings Guaranty

Section 10.01.  Guaranty.  In order to induce the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Hedge Obligations and Cash Management Obligations with one or more Loan Parties and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Hedge Obligations and Cash Management Obligations, Holdings hereby agrees with the Guaranteed Creditors as follows:  Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors.  If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors become due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, promptly upon written demand, together with any and all actual reasonable out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations in each case to the extent reimbursable pursuant to Section 9.05.  If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Section 10.02.  Nature of Liability.  The liability of Holdings hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guaranty of the Guaranteed Obligations, whether executed by any other guarantor or by any other party, and to the extent permitted by applicable law, the liability of Holdings hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other Person, (b) any other continuing or other guaranty, undertaking or

190

maximum liability of a Guarantor or of any Person as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking (other than to the extent of such payment or reduction), (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Holdings waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 10.04 or (g) any invalidity, irregularity or enforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Section 10.03.  Independent Obligation.  The obligations of Holdings hereunder are independent of the obligations of any other Guarantor, any other Person or the Borrower, and a separate action or actions may be brought and prosecuted against Holdings whether or not action is brought against any other Guarantor, any other Person or the Borrower and whether or not any other guarantor, any other party or the Borrower be joined in any such action or actions.  Holdings waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof.  To the extent permitted by applicable law, any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to Holdings.

Section 10.04.  Authorization.  Holdings authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and to the extent permitted by applicable law, without affecting or impairing its liability hereunder, from time to time to:

(a)           change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Holdings Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

(b)           take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c)           exercise or refrain from exercising any rights against the Borrower, any other Credit Party or others or otherwise act or refrain from acting;

(d)           release or substitute any one or more endorsers, guarantors, the Borrower, other Loan Parties or other obligors;

191

(e)           settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to its creditors other than the Guaranteed Creditors;

(f)            apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Guaranteed Creditors regardless of what liability or liabilities of the Borrower remain unpaid;

(g)           consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Credit Document, any Hedging Obligation or any Cash Management Obligation in each case, constituting Secured Obligations, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Loan Document, any Hedging Obligation or any Cash Management Obligation or any of such other instruments or agreements; and/or

(h)           take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of Holdings from its liabilities under this Holdings Guaranty (other than repayment or performance).

Section 10.05.  Reliance.  It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of Holdings or any of its Subsidiaries or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 10.06.  Subordination.  Any Indebtedness of the Borrower now or hereafter owing to Holdings is hereby subordinated to the Guaranteed Obligations owing to the Guaranteed Creditors until the occurrence of the Termination Date; and if the Administrative Agent so requests (in accordance with Section 7.01) at a time when an Event of Default exists, all such Indebtedness of the Borrower to Holdings shall be collected, enforced and received by Holdings for the benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of Holdings under the other provisions of this Holdings Guaranty (other than to the extent of such repayment or performance of the Guaranteed Obligations).  Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Holdings Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations (other than contingent obligations, Hedging Obligations or Cash Management Obligations) have been paid in full.

Section 10.07.  Waiver.  (a)  Holdings waives any right (except as shall be required by applicable law and cannot be waived) to require any Guaranteed Creditor to (i) proceed against the Borrower, any other Guarantor or any Person, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party or

192

(iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever.  Holdings waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other Person, other than payment of the Guaranteed Obligations to the extent of such payment, based on or arising out of the disability of the Borrower, Holdings, any other guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment of the Guaranteed Obligations to the extent of such payment.  To the extent permitted by applicable law, the Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors may have against the Borrower or any other Person, or any security, without affecting or impairing in any way the liability of Holdings hereunder except to the extent the Guaranteed Obligations have been paid.  To the extent permitted by applicable law, Holdings waives any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Holdings against the Borrower or any other Person or any security.

(b)           To the extent permitted by applicable law, Holdings waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Holdings Guaranty, and notices of the existence, creation or incurring of new or additional Guaranteed Obligations.  Holdings assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which Holdings assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to advise Holdings of information known to them regarding such circumstances or risks.

(c)           Holdings warrants and agrees that each of the waivers set forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law of public policy, such waivers shall be effective only to the maximum extent permitted by law.

Section 10.08.  Payments.  All payments made by Holdings pursuant to this Article X shall be made in Dollars and will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Sections 2.19 and 2.20.

Section 10.09.  Maximum Liability.  It is the desire and intent of Holdings and the Guaranteed Creditors that this Holdings Guaranty shall be enforced against Holdings to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  If, however, and to the extent that, the obligations of Holdings under this Holdings Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the amount of Holdings’ obligations under this Holdings

193

Guaranty shall be deemed to be reduced and Holdings shall pay the maximum amount of the Guaranteed Obligations which would be permissible under applicable law.

*     *     *

194

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

WINDY CITY INVESTMENTS, INC.
NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Title: Executive Vice President, Secretary and General Counsel

195

DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, First-Lien Collateral Agent, Second-Lien Collateral Agent, Designated Replacement First-Lien Term Lender and Designated Replacement Second-Lien Term Lender
By:	/s/   Anca Trifan
	Name: Anca Trifan
	Title: Managing Director
By:	/s/   Erin Morrissey
	Name: Erin Morrissey
	Title: Director

Schedules

Schedule 1.01(a)	—	Subsidiary Guarantors
Schedule 1.01(b)	—	Immaterial Subsidiaries
Schedule 3.04	—	Governmental Consents
Schedule 3.08	—	Subsidiaries
Schedule 3.09	—	Litigation
Schedule 3.15	—	Environmental Matters
Schedule 3.17	—	Labor Matters
Schedule 3.19	—	Intellectual Property
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens

197

Schedule 1.01(a)

Subsidiary Guarantors

Nuveen Asset Management, LLC

Nuveen Commodities Asset Management, LLC

Nuveen Fund Advisors, Inc.

Nuveen HydePark Group, LLC

Nuveen Investment Solutions, Inc.

Nuveen Investment Advisers Inc.

Nuveen Investments Holdings, Inc.

Nuveen Investments Institutional Services Group, LLC

Nuveen NWQ Holdings, LLC

Nuveen Tradewinds Holdings, LLC

Nuveen WCM Holdings, LLC

NWQ Investment Management Company, LLC

Rittenhouse Asset Management, Inc.

Santa Barbara Asset Management, LLC

Symphony Asset Management LLC

Tradewinds Global Investors, LLC

Winslow Capital Management, LLC

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Schedule 1.01(b)

Immaterial Subsidiaries

Nuveen Commodities Asset Management, LLC

Nuveen Asia Investments, Inc.

Nuveen Investments Canada Co.

199

Schedule 3.04

Governmental Consents

None.

200

Schedule 3.08

Subsidiaries

Subsidiary	Jurisdiction of Organization/ Organizational Number	Parent Company	Outstanding Number of Equity Interest /Percentage of Ownership of Parent Company	Subsidiary Guarantor
Windy City Acquisition Corp.	Delaware 4372687	Windy City Investments, Inc.	1,000	No
Nuveen Investments, Inc.	Delaware 2292038	Windy City Investments, Inc.	1,000	No
Nuveen Investments Institutional Services Group LLC	Delaware 3657563	Nuveen Investments, Inc.	100%	Yes
Nuveen Investments Holdings, Inc.	Delaware 3413898	Nuveen Investments, Inc.	1,000	Yes
Nuveen Asset Management	Delaware 0859952	Nuveen Investments, Inc.	1,000	Yes
Nuveen Investments Advisers Inc.	Delaware 3566797	Nuveen Investments, Inc.	1,000	Yes
Santa Barbara Asset Management, LLC	Delaware 3992368	Nuveen Investments, Inc.	200,000 Class 1 Interests	Yes
Rittenhouse Asset Management, Inc.	Delaware 0882765	Nuveen Investments, Inc.	1,000	Yes
Symphony Asset Management LLC	California 199619810033	Nuveen Investments, Inc.	2,000 Class 1 Interests	Yes
		Nuveen Investments Holdings, Inc.	2,000 Class 2 Interests
Richards & Tierney, Inc.	Illinois 5341-398-6	Nuveen Investments, Inc.	57,154.15020	Yes
NWQ Holdings, LLC	Delaware 4096396	Nuveen Investments, Inc.	2,000 Class 1 Interests	Yes
Nuveen HydePark Group, LLC	Delaware 3378360	Richards & Tierney, Inc.	100%	Yes
NWQ Investment Management Company, LLC	Delaware 3528067	NWQ Holdings, LLC	100% of Class 1 Interests	Yes

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Subsidiary	Jurisdiction of Organization/ Organizational Number	Parent Company	Outstanding Number of Equity Interest /Percentage of Ownership of Parent Company	Subsidiary Guarantor
Tradewinds Global Investors, LLC	Delaware 4067912	NWQ Holdings, LLC	2,000 Class 1 Interests	Yes
Nuveen Commodities Asset Management, LLC	Delaware 4053408	Nuveen Investments, Inc.	100%	No
Nuveen Investments, LLC	Delaware 0662812	Nuveen Investments, Inc.	100%	No
Nuveen Asia Investments, Inc.	Delaware 3325143	Nuveen Investments, Inc.	100	No
Nuveen Investments Canada Co.	Nova Scotia	Nuveen Investments Holdings, Inc.	1	No

Schedule 3.09

Litigation

None.

203

Schedule 3.15

Environmental Matters

None.

Schedule 3.17

Labor Matters

None.

205

Schedule 3.19

Intellectual Property

None.

206

Schedule 6.01

Existing Indebtedness

Indebtedness incurred pursuant to the Existing Notes Documentation

Indebtedness incurred by Nuveen Investments, LLC under the uncommitted line of credit with Citibank, N.A.

Indebtedness incurred by Nuveen Investments, LLC under the uncommitted line of credit with Bank of New York

207

Schedule 6.02

Existing Liens

Debtor	Secured Party	Type of Search	Filing Number	Filing Date	Description
Nuveen Investments, Inc. et al	Salman Khan	Local Litigation-Los Angeles County, California	BC371734	05/25/2007	Civil-Wrongful Termination

208

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED
GUARANTEE AND COLLATERAL AGREEMENT

dated as of

November 13, 2007

and amended and restated as of

February 29, 2012

among

WINDY CITY INVESTMENTS, INC.,

NUVEEN INVESTMENTS, INC.,

the domestic Subsidiaries of NUVEEN INVESTMENTS. INC.
from time to time party hereto,

DEUTSCHE BANK AG NEW YORK BRANCH,
as First-Lien Collateral Agent and

DEUTSCHE BANK AG NEW YORK BRANCH,
as Second-Lien Collateral Agent

Table of Contents

	Page
ARTICLE I Definitions	1
Section 1.01. Credit Agreement	1
Section 1.02. Other Defined Terms	2
ARTICLE II Guarantee	10
Section 2.01. Guarantee	10
Section 2.02. Guarantee of Payment	11
Section 2.03. No Limitations, Etc.	11
Section 2.04. Reinstatement	12
Section 2.05. Agreement To Pay; Subrogation	12
Section 2.06. Information	12
Section 2.07. Keepwell	13
ARTICLE III Security Interests in Personal Property	13
Section 3.01. Security Interest	13
Section 3.02. Representations and Warranties	18
Section 3.03. Covenants	21
Section 3.04. Other Actions	22
Section 3.05. Voting Rights; Dividends and Interest, Etc.	23
Section 3.06. Additional Covenants Regarding Patent, Trademark and Copyright Collateral	24
ARTICLE IV Remedies	25
Section 4.01. Pledged Collateral	25
Section 4.02. Uniform Commercial Code and Other Remedies	27
Section 4.03. Application of Proceeds	29
Section 4.04. Grant of License to Use Intellectual Property	29
Section 4.05. Securities Act, Etc.	30
ARTICLE V Indemnity, Subrogation and Subordination	30
Section 5.01. Indemnity and Subrogation	30
Section 5.02. Contribution and Subrogation	31
Section 5.03. Subordination	31
ARTICLE VI [RESERVED]	31
ARTICLE VII Miscellaneous	31
Section 7.01. Notices	31

i

Table of Contents

(continued)

	Page
Section 7.02. Survival of Agreement	32
Section 7.03. Binding Effect; Several Agreement	32
Section 7.04. Successors and Assigns	32
Section 7.05. Collateral Agents’ Expenses; Indemnity	32
Section 7.06. Collateral Agent Appointed Attorney-in-Fact	32
Section 7.07. Applicable Law	33
Section 7.08. Waivers; Amendment	34
Section 7.09. WAIVER OF JURY TRIAL	34
Section 7.10. Severability	34
Section 7.11. Counterparts	35
Section 7.12. Headings	35
Section 7.13. Jurisdiction; Consent to Service of Process	35
Section 7.14. Termination or Release	36
Section 7.15. [RESERVED]	37
Section 7.16. Additional Subsidiaries	37
Section 7.17. Security Interest and Obligations Absolute	37
Section 7.18. [RESERVED]	37
Section 7.19. Limitation on Remedies	37
Section 7.20. Significant Subsidiaries	38
Section 7.21. Amendment and Restatement	39
Winslow Capital Management, Inc.	42

SCHEDULES
Schedule I	—	Subsidiary Guarantors
Schedule II	—	Equity Interests; Pledged Debt Securities
Schedule III	—	Intellectual Property
Schedule IV	—	Offices for UCC Filings
Schedule V	—	UCC Information
Schedule VI	—	Deposit Accounts and Securities Accounts
EXHIBITS
Exhibit A	—	Form of Supplement

ii

SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of November 13, 2007 and amended and restated as of February 29, 2012 (this “Agreement”), among WINDY CITY INVESTMENTS, INC., a Delaware corporation (“Holdings”), NUVEEN INVESTMENTS, INC., a Delaware corporation (the “Company”), the subsidiaries of the Borrower (such term and each other capitalized term used but not defined in this introductory paragraph or the preliminary statement below having the meaning given or ascribed to it in Article I) from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity and including permitted successors and assigns, the “First-Lien Collateral Agent”) and as second-lien collateral agent (in such capacity and including permitted successors and assigns, the “Second-Lien Collateral Agent”).

PRELIMINARY STATEMENT

Reference is made to the Credit Agreement dated as of November 13, 2007, as amended as of July 28, 2009, as amended and restated as of December 31, 2010, as further amended as December 30, 2011 and as further amended and restated as of the date hereof (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank AG New York Branch, as administrative agent (in such capacity and including permitted successors and assigns, the “Administrative Agent”), as First-Lien Collateral Agent and as Second-Lien Collateral Agent.

The Lenders and each Issuing Bank have agreed to extend credit to the Borrower, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement.  The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties.  The Cash Management Creditors have agreed (or may in the future agree) to enter into Cash Management Obligations with one or more Loan Parties.  The obligations of the Lenders and each Issuing Bank to extend credit to the Borrower, the agreement of the Hedge Creditors to enter into and maintain Hedging Obligations with one or more Loan Parties and the agreement of the Cash Management Creditors to enter into and maintain Cash Management Obligations with one or more Loan Parties are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Borrower and each Guarantor.  Each Guarantor is an affiliate of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and from the entering into and/or maintaining of such Hedging Obligations and/or maintaining of such Cash Management Obligations and is willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit, the Hedge Creditors to enter into and maintain such Hedging Obligations and the Cash Management Creditors to enter into and maintain such Cash Management Obligations.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01.  Credit Agreement.  (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement.  All

capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein.  All references to the Uniform Commercial Code shall mean the New York UCC unless the context requires otherwise; the term “Instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b)The rules of construction specified in Sections 1.02, 1.05, 1.06, 1.07 and 1.11 of the Credit Agreement also apply to this Agreement.

Section 1.02.  Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Administrative Agent” shall have the meaning assigned to such term in the preliminary statement.

“After-Acquired Intellectual Property” shall have the meaning assigned to such term in Section 3.06(e).

“Agreement” shall have the meaning assigned to such term in the preamble.

“Bankruptcy Default” shall mean an Event of Default of the type described in Sections 7.01(g) and (h) of the Credit Agreement.

“Borrower” shall mean the Company.

“Cash Collateral Account” shall mean a non-interest bearing cash collateral account maintained with, and in the sole dominion and control of, the Collateral Agents for the benefit of the Secured Parties into which shall be deposited cash collateral in respect of Letters of Credit.

“Cash Management Creditor” shall mean (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the Credit Agreement for any reason) party to a Cash Management Agreement with any Loan Party and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above; provided that any such obligations of any Loan Party owing to a First-Lien Lender or an affiliate thereof shall only constitute “Cash Management Obligations” hereunder at the option of the Borrower.

“Cash Management Obligations” shall mean (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any Insolvency Proceeding at the rate provided for in the respective Cash Management Agreement, whether or not a claim for post-petition interest is allowed in any such Insolvency Proceeding) of each Loan Party owing to the Cash Management Creditors, now existing or hereafter incurred under, arising

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out of or in connection with each Cash Management Agreement (including all such obligations and indebtedness under any guarantee to which each Loan Party is a party) and (ii) the due performance and compliance by each Loan Party with the terms, conditions and agreements of each Cash Management Agreement; provided that any such obligations of any Loan Party owing to any First-Lien Lender or an affiliate of a First-Lien Lender shall only constitute “Cash Management Obligations” hereunder solely at the option of such Loan Party.

“Claiming Guarantor” shall have the meaning assigned to such term in Section 5.02.

“Client” of a Person shall mean any other Person to which such Person or any of its Affiliates provides investment management or investment advisory services, including any sub-advisory services, relating to securities or other financial instruments, commodities, real estate or any other type of asset, pursuant to an Investment Advisory Contract.

“Collateral” shall mean the First-Lien Collateral and the Second-Lien Collateral.

“Collateral Agents” shall mean the First-Lien Collateral Agent and the Second-Lien Collateral Agent.

“Commodity Exchange Act” shall have the meaning assigned to such term in the Credit Agreement.

“Company” shall have the meaning assigned to such term in the preamble.

“Contributing Guarantor” shall have the meaning assigned to such term in Section 5.02.

“Controlling Collateral Agent” shall mean (i) at all times period prior to the Discharge of First-Lien Obligations, the First-Lien Collateral Agent and (ii) from and after the Discharge of First-Lien Obligations, the Second-Lien Collateral Agent.

“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office), including those copyrights listed on Schedule III, and (c) all causes of action arising prior to or after the date hereof for infringement of any Copyright or unfair competition regarding the same.

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“Credit Agreement” shall have the meaning assigned to such term in the preliminary statement.

“Domain Names” shall mean all Internet domain names and associated URL addresses in or to which any Grantor now owns or hereafter acquires.

“Excluded Accounts” shall mean (i) any Deposit Account or Securities Account used solely for funding payroll, pension contributions, segregating payroll taxes or employee benefits, (ii) fiduciary or trust Deposit Accounts or Securities Accounts, (iii) any petty cash Deposit Account or Securities Account that does not have a cash balance at any time exceeding $25,000 so long as the aggregate of all such petty cash Deposit Accounts or Securities Accounts that are not subject to a “control agreement” as provided in Section 3.04(e) hereof do not have cash balances at any time exceeding $225,000 and (iv) for the avoidance of doubt, Deposit Accounts and Securities Accounts used solely for holding Seed Capital Investments or which constitute Investment Vehicles.

“Excluded Collateral” shall mean:

(a)all motor vehicles and other assets the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction;

(b)any General Intangible or other rights arising under contracts, Instruments, licenses, license agreements (including Licenses) or other documents, to the extent (and only to the extent) that (x) the grant of a security interest would (i) constitute a violation of a restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, (ii) give any other party the right to terminate its obligations thereunder, or (iii) violate any law, provided, however, that (1) any portion of any such General Intangible or other right shall cease to constitute Excluded Collateral pursuant to this clause (b) at the time and to the extent that the grant of a security interest therein does not result in any of the consequences specified above and (2) the limitation set forth in this clause (b) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such General Intangible or other right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and (y) constitutes an Investment Adviser Contract;

(c)any Letter of Credit Rights;

(d)as to which the Controlling Collateral Agent and the Borrower reasonably determine that the costs of obtaining a security interest in any specifically identified assets or category of assets (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby;

(e)Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Equipment;

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(f)any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties or such pledge is otherwise prohibited by such Person’s organizational documents or documents related thereto or other agreements permitted by the Loan Documents relating to such joint ventures and non-wholly owned subsidiaries;

(g)applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral;

(h)all assets subject to a certificate of title statute, Farm Products and As Extracted Collateral;

(i)any property or assets to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise or relating to such property or, in the case of any Investment Property or any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law;

(j)any Commercial Tort Claim;

(k)any assets to the extent a security interest in such assets would result in adverse tax consequences as reasonably determined by the Borrower;

(l)Equity Interests in Unrestricted Subsidiaries, Immaterial Subsidiaries, captive insurance companies, Broker-Dealer Subsidiaries;

(m)any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions);

(n)any real property leasehold interests;

(o)all tax, payroll, employee benefit, fiduciary and trust accounts;

(p)any direct Proceeds (or, in the case of clause (m) above, any indirect or direct Proceeds, including, in any event, distributions and dividends in respect thereof), substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Collateral.

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Furthermore, any assets or property constituting “Excluded Collateral” are expressly excluded from each term used in the definition of Collateral (and any component definition thereof).

“Excluded Swap Obligation” shall have the meaning assigned to such term in the Credit Agreement.

“Federal Securities Laws” shall have the meaning assigned to such term in Section 4.05.

“First-Lien Collateral” shall have the meaning assigned to such term in Section 3.01.

“First-Lien Collateral Agent” shall have the meaning assigned to such term in the preamble.

“First-Lien Loan Document Obligations” shall mean the First-Lien Obligations (as defined in the Credit Agreement).

“First-Lien Obligations” shall mean (a) the First-Lien Loan Document Obligations, (b) the due and punctual payment of all Hedging Obligations of each Loan Party owing to a Hedge Creditor, and (c) the due and punctual payment of all Cash Management Obligations of each Loan Party owing to a Cash Management Creditor, in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement; provided that in no circumstances shall Excluded Swap Obligations constitute First-Lien Obligations.

“First-Lien Secured Parties” shall mean (a) the First-Lien Lenders, (b) the Administrative Agent, (c) the First-Lien Collateral Agent, (d) the Issuing Banks, (e) each Hedge Creditor, (f) each Cash Management Creditor, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document in connection with its First-Lien Obligations thereunder and (h) the permitted successors and assigns of each of the foregoing.

“First-Lien Security Interest” shall have the meaning assigned to such term in Section 3.01.

“Fraudulent Conveyance” shall have the meaning assigned to such term in Section 2.01.

“Grantors” shall mean Holdings, the Borrower and the Guarantors.

“Guarantor” shall mean any of the following:  (a) the Subsidiaries identified on Schedule I hereto as Guarantors and (b) each other subsidiary that becomes a party to this Agreement as a Guarantor after the Closing Date, excluding (i) any Excluded Subsidiary and (ii) any Foreign Subsidiary.

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“Hedge Creditor” shall mean (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under this Agreement for any reason) party to a Hedging Agreement with any Loan Party and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above. .

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate, currency risks or commodity either generally or under specific contingencies.

“Holdings” shall have the meaning assigned to such term in the preamble.

“Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by such Grantor, including all of the following that are owned or hereafter acquired by such Grantor (i) Patents, Copyrights, Licenses, Trademarks, (ii) trade secrets, confidential or proprietary technical and business information, know how and databases and all other proprietary information, (iii) Domain Names, and (iv) all improvements to any of the foregoing.

“Investment Adviser Contract” shall mean any written contract, agreement, commitment, or other instrument or obligation, under which a Person acts as an investment adviser or sub-adviser to, or manages any investment or trading account of, any Client to the extent such contract, agreement, commitment, or other instrument or obligation is regulated by any Governmental Authority.

“Investment Property” shall mean (a) all “investment property” as such term is defined in the New York UCC (other than Excluded Collateral) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock.

“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.

“Loan Documents” shall mean the Credit Agreement, each Security Document and each other Loan Document that evidences or governs any Obligations.

“Loans” shall mean all Loans under, and as defined in, the Credit Agreement.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” shall mean the First-Lien Obligations and the Second-Lien Obligations, in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement.

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“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement.

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor), including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted Liens” shall mean with respect to the Obligations, all “Permitted Liens” as such term is defined in the Credit Agreement.

“Pledged Collateral” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05, all rights of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all Proceeds of any of the foregoing.

“Pledged Debt Securities” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes listed opposite the name of such Grantor on Schedule II), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any.

“Pledged Securities” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” shall mean (a) (i) the Equity Interests owned by any Grantor on the date hereof (including all such Equity Interests listed on Schedule II) and (ii) thereafter, any other Equity Interest obtained in the future by such Grantor, in the case of each of clauses (i) and (ii), to the extent that the same do not constitute Excluded Collateral, and (b) the certificates, if any, representing all such Equity Interests.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act

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or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or such other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“SEC” shall mean the United States Securities and Exchange Commission and any successor thereto.

“Second-Lien Collateral” shall have the meaning assigned to such term in Section 3.01.

“Second-Lien Collateral Agent” shall have the meaning assigned to such term in the preamble.

“Second-Lien Obligations” shall mean the Second-Lien Obligations (as defined in the Credit Agreement).

“Second-Lien Secured Parties” shall mean (a) the Second-Lien Term Loan Lenders, (b) the Administrative Agent, (c) the Second-Lien Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document in connection with its Second-Lien Obligations thereunder and (e) the permitted successors and assigns of each of the foregoing.

“Second-Lien Security Interest” shall have the meaning assigned to such term in Section 3.01.

“Secured Parties” shall mean the First-Lien Secured Parties and the Second-Lien Secured Parties.

“Security Interest” shall mean the First-Lien Security Interest and the Second-Lien Security Interest.

“Significant Subsidiary” shall mean each “significant subsidiary” as defined in the Existing Notes Documentation.

“Swap Obligation” shall have the meaning assigned to such term in the Credit Agreement.

“Termination Date” shall mean the date upon which all Commitments have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists), and the Loans and L/C Exposure, together with all interest, Fees and other non-contingent Obligations, have been paid in full in cash.

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“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement.

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office), and all extensions or renewals thereof, including those registrations and applications listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby, (c) all other assets, rights and interests that uniquely reflect or embody such goodwill and (d) all causes of action arising prior to or after the date hereof for infringement of any trademark or unfair competition regarding the same.

“ULC Shares” means Pledged Stock which consist of shares in the Equity Interests of any entity which is an unlimited company.

“unlimited company” means an unlimited company incorporated or otherwise existing under the Companies Act (Nova Scotia).

ARTICLE II

Guarantee

Section 2.01.  Guarantee.  Each Guarantor absolutely, irrevocably and unconditionally guarantees to the First-Lien Secured Parties, jointly with the other Guarantors (other than the Borrower) and severally, as a primary obligor and not merely as a surety, the due and punctual payment of the First-Lien Obligations.  Each Guarantor absolutely, irrevocably and unconditionally guarantees to the Second-Lien Secured Parties, jointly with the other Guarantors (other than the Borrower) and severally, as a primary obligor and not merely as a surety, the due and punctual payment of the Second-Lien Obligations. Each Guarantor (other than the Borrower) further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.  Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the obligations and liabilities arising pursuant to this Agreement, not constitute a “Fraudulent Conveyance” (as defined below).  Consequently, each Guarantor agrees that if this Agreement,

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or any Liens securing the obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times.  For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

Section 2.02.  Guarantee of Payment.  Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and payable and not of collection, and waives any right (except such as shall be required by applicable law and cannot be waived) to require that any resort be had by the Collateral Agents or any other Secured Party to any security held for the payment of the First-Lien Obligations or Second-Lien Obligations, as applicable, or to any balance of any Deposit Account, which shall in no event include tax, payroll, employee benefit, fiduciary or trust accounts, or credit on the books of the Collateral Agents or any other Secured Party in favor of the Borrower or any other Person.

Section 2.03.  No Limitations, Etc.

(a)Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, to the extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the First-Lien Obligations or Second-Lien Obligations, as applicable, or otherwise (other than the defense of payment of the First-Lien Obligations, to the extent of such payment, or Second-Lien Obligations, as applicable).  To the extent permitted by applicable law, without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of any Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by any Collateral Agent or any other Secured Party for the First-Lien Obligations or Second-Lien Obligations, as applicable, or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date or payment of the Obligations, to the extent of such payment).  Each Guarantor expressly authorizes the Collateral Agents, in accordance with the Credit Agreement, the other Loan Documents and

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applicable law, to take and hold security for the payment and performance of the Obligations to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b)To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than the defense of payment of the First-Lien Obligations, or Second-Lien Obligations, as applicable, to the extent of such payment) based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the occurrence of the Termination Date.  The Collateral Agents and the other Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred.  To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

Section 2.04.  Reinstatement.  Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof and solely to the extent of such payment, of any Obligation is rescinded or must otherwise be restored by any Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise, notwithstanding the occurrence of the Termination Date.

Section 2.05.  Agreement To Pay; Subrogation.  In furtherance of the foregoing and not in limitation of any other right that any Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due and payable, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will promptly pay, or cause to be paid, to the Collateral Agents for distribution to the Secured Parties in cash the amount of such unpaid Obligation (in each case, other than payment of any contingent obligations) after written demand therefor.  Upon payment by any Guarantor of any sums to the Collateral Agents as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

Section 2.06.  Information.  Each Guarantor assumes all responsibility for being and keeping itself reasonably informed of the Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the

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Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither any Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

Section 2.07.  Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under the guaranty provided under this Article II in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07, or otherwise under the guaranty set forth in this Article II, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of First-Lien Obligations and a Discharge of Second-Lien Obligations (each such term as defined in the Credit Agreement).  Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE III

Security Interests in Personal Property

Section 3.01.  Security Interest.

(a)(i) As security for the payment in full of the First-Lien Obligations (other than contingent obligations), each Grantor hereby pledges to the First-Lien Collateral Agent, its permitted successors and assigns, for the ratable benefit of the First-Lien Secured Parties, and hereby grants to the First-Lien Collateral Agent, its permitted successors and assigns, for the ratable benefit of the First-Lien Secured Parties, a first-priority security interest (the “First-Lien Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “First-Lien Collateral”):

(i)all Accounts;

(ii)the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;

(iii)all Chattel Paper;

(iv)all Documents;

(v)all Equipment;

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(vi)all General Intangibles;

(vii)all Goods;

(viii)all Instruments;

(ix)all Inventory;

(x)all Investment Property;

(xi)all Intellectual Property;

(xii)all Pledged Collateral;

(xiii)all books and records pertaining to the Collateral;

(xiv)all Supporting Obligations;

(xv)all cash and cash equivalents, Securities Accounts and Deposit Accounts (subject to the limitations set forth in this Section 3.01(a)); and

(xvi)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that no Grantor shall be required at any time to pledge hereunder (a) more than 65% of the total combined voting power of all classes of voting Equity Interests of any direct Foreign Subsidiary or (b) any Equity Interests in an indirect Foreign Subsidiary.

Notwithstanding the foregoing, in no event shall (i) the Grantors be required to grant to the First-Lien Collateral Agent, for the benefit of the First-Lien Secured Parties, control (as defined in the New York UCC) (including, without limitation, obtaining any control agreements in respect thereof) with respect to any First-Lien Collateral except to the extent provided in Section 3.04(e) or (ii) any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends), constitute First-Lien Collateral for any purpose herein.

(ii) As security for the payment in full of the Second-Lien Obligations (other than contingent obligations), each Grantor hereby pledges to the Second-Lien Collateral Agent, its

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permitted successors and assigns, for the ratable benefit of the Second-Lien Secured Parties, and hereby grants to the Second-Lien Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Second-Lien Secured Parties, a second-priority security interest (the “Second-Lien Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Second-Lien Collateral”):

(i)all Accounts;

(ii)the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;

(iii)all Chattel Paper;

(iv)all Documents;

(v)all Equipment;

(vi)all General Intangibles;

(vii)all Goods;

(viii)all Instruments;

(ix)all Inventory;

(x)all Investment Property;

(xi)all Intellectual Property;

(xii)all Pledged Collateral;

(xiii)all books and records pertaining to the Collateral;

(xiv)all Supporting Obligations;

(xv)all cash and cash equivalents, Securities Accounts and Deposit Accounts; (subject to the limitations set forth in this Section 3.01(a))and

(xvi)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that no Grantor shall be required at any time to pledge hereunder (a) more than 65% of the total combined voting power of all classes of voting Equity Interests of any direct Foreign Subsidiary or (b) any Equity Interests in an indirect Foreign Subsidiary.

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Notwithstanding the foregoing, in no event shall (i) the Grantors be required to grant to the Second-Lien Collateral Agent, for the benefit of the Second-Lien Secured Parties, control (as defined in the New York UCC) (including, without limitation, obtaining any control agreements in respect thereof) with respect to any Second-Lien Collateral except to the extent provided in Section 3.04(e) or (ii) any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends), constitute Second-Lien Collateral for any purpose herein.

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second-Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second-Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 29, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), by and among Deutsche Bank AG New York Branch, as First-Lien Collateral Agent, and Deutsche Bank AG New York Branch, as Second-Lien Collateral Agent and certain other Persons party or that may become party thereto from time to time.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement relating to priority of security interests, lien subordination or the application of proceeds of Collateral shall govern and control.

Without limiting the foregoing, it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the First-Lien Obligations (and the grants of security and Liens in favor of the First-Lien Collateral Agent for the benefit of the First-Lien Secured Parties) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the grants of security and Liens in favor of the Second-Lien Collateral Agent for the benefit of the Second-Lien Secured Parties) solely with respect to lien priority.

(b)Subject to the terms of the Intercreditor Agreement, each Grantor hereby authorizes the Collateral Agents at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) reasonably identifies the Collateral intended to be included and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agents

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promptly upon written request.  Each Collateral Agent agrees, upon request by the Borrower and at its expense, to promptly furnish copies of such filings to the Borrower.

(c)Subject to the terms of the Intercreditor Agreement, each Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the applicable Collateral Agent as secured party.  Each Collateral Agent agrees, upon request by the Borrower and at its expense, to promptly furnish copies of such filings to the Borrower.

(d)The Security Interests are granted as security only and, except as otherwise required by applicable law, shall not subject any Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.  Nothing contained in this Agreement shall be construed to make any Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither any Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership.  The parties hereto expressly agree that, unless any Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among any Collateral Agent, any other Secured Party, any Grantor and/or any other Person.

(e)Without limiting clause (d) of this Section 3.01 and notwithstanding any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Grantor who has granted a security interest hereunder in ULC shares from time to time is the sole registered and beneficial owner of all Pledged Stock which are ULC shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Controlling Collateral Agent, any other Secured Party or any other Person on the books and records of the issuer of such pledged ULC shares.  Accordingly, such Grantor shall be entitled to receive and retain for its own account any dividends, property or other distributions, if any, in respect of such ULC shares (except insofar as the Grantor has granted a security interest in such dividends, property or other distributions, and any shares which are Stock shall be delivered to the Controlling Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC shares and to control the direction, management and policies of the issuer of such ULC Shares to the same extent as the Grantor would if such ULC shares were not pledged to the Controlling Collateral Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement, or any other document or agreement among all or some of the parties hereto shall constitute the Controlling Collateral Agent, any other Secured Party or any Person other than the Grantor a shareholder or member of an unlimited company for the purposes of the Companies Act (Nova Scotia) until such time as notice is given to the Grantor and further steps are taken thereunder so as to register the Controlling Collateral Agent, or any other Person as holder of Pledged Collateral which are ULC

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Shares.  To the extent any provision hereof or of the Guaranty would have the effect of constituting the Controlling Collateral Agent, any other Secured Party, or any other Person as a shareholder or member of an unlimited company for the purposes of the Companies Act (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Pledged Collateral which is ULC shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral which is not ULC shares.  Subject to the terms of the Intercreditor Agreement, except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC shares following the occurrence and during the continuance of an Event of Default, the Grantor shall not cause or permit, or enable any unlimited company in which it holds ULC shares to cause or permit, the Controlling Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such unlimited company; (b) have any notation entered in its favour in the share register of such unlimited company; (c) be held out as a shareholder or member of such unlimited company; (d) receive, directly or indirectly, any dividends, property or other distributions from such unlimited company by reason of the Controlling Collateral Agent or any other Secured Party holding a security interest in such unlimited company; or (e) act as a shareholder or member of such unlimited company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such unlimited company.

Section 3.02.  Representations and Warranties.  Each Grantor represents and warrants to the Collateral Agents and the Secured Parties that:

(a)Each Grantor has good and valid rights in and/or title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full corporate or other organizational power and authority (i) to grant to the First-Lien Collateral Agent, for the ratable benefit of the First-Lien Secured Parties, the First-Lien Security Interest in such First-Lien Collateral pursuant hereto, (ii) to grant to the Second-Lien Collateral Agent, for the ratable benefit of the Second-Lien Secured Parties, the Second-Lien Security Interest in such Second-Lien Collateral pursuant hereto and (iii) to execute, deliver and perform its obligations in accordance with the terms of this Agreement.

(b)(i) Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Collateral Agents based upon the information provided to the Collateral Agents and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule IV hereof (or specified by notice from the Borrower to the Collateral Agents after the Closing Date in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement (including supplements to the schedules) or required in respect of the Second-Lien Security Interest), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary as of the Closing Date (or after the Closing Date, (i) in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement and (ii) in the case of filings, recordings or registrations in respect of the Second-Lien Security Interest) to publish notice of and protect the validity of and to establish a legal, valid and perfected security

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interest in favor of (1) the First-Lien Collateral Agent (for the ratable benefit of the First-Lien Secured Parties) in respect of all First-Lien Collateral in which the First-Lien Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions and to the extent required by Section 5.09 of the Credit Agreement and (2) the Second-Lien Collateral Agent (for the ratable benefit of the Second-Lien Secured Parties) in respect of all Second-Lien Collateral in which the Second-Lien Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions and to the extent required by Section 5.09 of the Credit Agreement, and, in each case, no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except (x) as provided under applicable law with respect to the filing of continuation statements and (y) for any filing, refiling, recording, rerecording, registration or registration necessary in compliance with Sections 5.06 or 5.09 of the Credit Agreement.  (ii) Notwithstanding the foregoing, each Grantor represents and warrants that a fully executed agreement in the form hereof or, alternatively, each applicable short form security agreement in the form attached to the Credit Agreement as Exhibits F-1, F-2 and F-3, and containing a description of all Collateral consisting of Intellectual Property that is material to the conduct of such Grantor’s business as of each date an Intellectual Property Security Agreement is executed in accordance with Section 3.06(d) below with respect to United States Patents and United States federally registered Trademarks (and Trademarks for which United States federal registration applications are pending) and United States federally registered Copyrights has been or will be delivered to each of the Collateral Agents for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable to protect the validity of and to establish legal, valid and perfected security interests in favor of each Collateral Agent in respect of all such Collateral in which a security interest may be perfected by filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than filings described in Section 3.02(b)(i), and other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of United States Patents, United States federally registered Trademarks and United States federally registered Copyrights (and applications therefor) that are material to the conduct of such Grantor’s business and that are acquired or developed after the date hereof).

(c)(i) The First-Lien Security Interest constitutes (A) a legal and valid security interest in all First-Lien Collateral securing the payment of the First-Lien Obligations, (B) subject to the filings described in Section 3.02(b) (and payment of any related fees), a perfected security interest in all First-Lien Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (C) subject to the filings described in Section 3.02(b) (and payment of any related fees), a security interest that shall be perfected in all First-Lien Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form security agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three (3) month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205.  The First-Lien Security Interest is and shall be prior to any other Lien on any of the Collateral, other than the Permitted Liens.

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(ii)The Second-Lien Security Interest constitutes (A) a legal and valid security interest in all Second-Lien Collateral securing the payment of the Second-Lien Obligations, (B) subject to the filings described in Section 3.02(b) (and payment of any related fees), a perfected security interest in all Second-Lien Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (C) subject to the filings described in Section 3.02(b) (and payment of any related fees), a security interest that shall be perfected in all Second-Lien Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form security agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three (3) month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Second-Lien Security Interest is and shall be prior to any other Lien on any of the Collateral, other than the Permitted Liens and the Liens securing the First-Lien Security Interest.

(d)Schedule II correctly sets forth as of the Second Restatement Effective Date the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Pledged Debt Securities.

(e)The Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock issued by a corporation, are fully paid and nonassessable (to the extent applicable and, without limitation, subject to the assessability of ULC Shares under the Companies Act (Nova Scotia)) and (ii) to the knowledge of the applicable Grantor, in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other loss affecting creditors’ rights generally and general principles of equity or at law.

(f)Schedule V correctly sets forth as of the Second Restatement Effective Date (i) the exact legal name of each Grantor, as such name appears in its respective certificate or articles of incorporation or formation, (ii) the jurisdiction of organization of each Grantor, (iii) the mailing address of each Grantor, (iv) the organizational identification number, if any, issued by the jurisdiction of organization of each Grantor, (v) the identity or type of organization of each Grantor and (vi) the Federal Taxpayer Identification Number, if any, of each Grantor.  The Borrower agrees to update the information required pursuant to the preceding sentence as provided in Section 5.06 of the Credit Agreement.

(g)The Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens.

(h)Notwithstanding the foregoing or anything else in this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation or perfection of a security interest in (i) Collateral consisting of Intellectual Property that is not material to the conduct of the Grantor’s business, and (ii) Collateral to the extent such creation or perfection would require (A) any filing other than a filing in the United States or America, any state thereof and the District of Columbia, (B) other action under the laws of any jurisdiction

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other than the United States of America, any state thereof and the District of Columbia or (C) perfection through control (as defined in the New York UCC), including, without limitation, through control agreements.

(i)Each Grantor represents and warrants that the Trademarks, Patents and Copyrights listed on Schedule III include all United States federal registrations and pending applications for Trademarks, Patents and Copyrights, all as in effect as of the date hereof, that such Grantor owns and that are material to the conduct of its business as of the date hereof.

(j)Schedule VI hereto accurately sets forth, as of the Second Restatement Effective Date, for Holdings and the Company, each Deposit Account and each Securities Account maintained by such Grantor (including a description thereof and the respective account number) and the name of the respective bank with which such Deposit Account or Securities Account is maintained.

Section 3.03.  Covenants.  (a) Subject to Section 3.02(h), each Grantor shall, at its own expense, take all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interests of the Collateral Agents in the Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien.

(b)Subject to Section 3.02(h), subject to the terms of the Intercreditor Agreement, each Grantor agrees, promptly upon written request by any Collateral Agent and at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as any Collateral Agent may from time to time reasonably deem necessary to obtain, preserve, protect and perfect the Security Interest as required herein and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith.

(c)At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so, subject to the terms of the Intercreditor Agreement, the Controlling Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral, which do not constitute a Permitted Lien, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, and each Grantor agrees to reimburse such Collateral Agent within 30 days after written demand for any reasonable out-of-pocket payment made or any reasonable out-of-pocket expense incurred by such Controlling Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on any Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.

(d)Except to the extent expressly assumed by any Collateral Agent, each Grantor shall remain liable to observe and perform all conditions and obligations to be observed

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and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof.

Section 3.04.  Other Actions.  In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agents to enforce, the Security Interests in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:

(a)Instruments.  Upon the occurrence and during the continuation of an Event of Default, if any Grantor shall at any time hold or acquire any Instruments with a face value in excess of $3,000,000 individually (other than negotiable instruments or checks received in the ordinary course of business and promptly deposited into a Deposit Account or Securities Account), such Grantor shall promptly deliver the same to the Controlling Collateral Agent upon receipt, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Controlling Collateral Agent may from time to time reasonably specify.

(b)Investment Property.  Subject to the terms hereof, if any Grantor shall at any time hold or acquire any Certificated Securities, to the extent the same do not constitute Excluded Collateral, such Grantor shall promptly deliver the same to the Controlling Collateral Agent upon receipt, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Controlling Collateral Agent may from time to time reasonably specify.  Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof and supplement any prior schedule so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and shall not in and of itself result in any Default or Event of Default.  Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 shall be physically delivered to the Controlling Collateral Agent in accordance with the terms of the Credit Agreement and endorsed to the Controlling Collateral Agent or endorsed in blank.

(c)Security Interests in Property of Account Debtors.  If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which equals or exceeds $5,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to each of the Collateral Agents for the benefit of the First-Lien Secured Parties or Second-Lien Secured Parties, as applicable.  Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(d)Delivery Requirements.  Notwithstanding anything to the contrary contained in this Section 3.04, in no event shall any Grantor be required to deliver any Certificated Securities or Instruments with respect to, or assign a security interest in, any Excluded Collateral.

(e)Deposit Accounts.  (i) For each Deposit Account and Securities Account owned by Holdings or the Company (other than (i) the Cash Collateral Account or any other Deposit Account or Securities Account maintained at the Controlling Collateral Agent and (ii)

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any Excluded Account), Holdings and the Company shall cause the bank with which the Deposit Account or Securities Account is maintained to execute and deliver to the Collateral Agent, within 60 days after the Second Restatement Effective Date (or such later date as may be agreed by the Controlling Collateral Agent) or, if later, within 30 days of the establishment of the respective Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent), a “control agreement” (or an amendment thereto, in the case of any such “control agreement” in effect as of the Second Restatement Effective Date) in form and substance reasonably acceptable to the Collateral Agents, with such changes thereto as may be acceptable to the Collateral Agents; provided that any Deposit Account or Securities Account established after the Second Restatement Effective Date required to be subject to a “control agreement” by this Section 3.04(e) shall not have a balance exceeding $10,000,000 until the execution and delivery of such required “control agreement” in accordance with this Section 3.04(e).  If any bank with which a Deposit Account or Securities Account is maintained refuses to, or does not, enter into such a “control agreement”, or amendment thereto, as applicable, to the extent required by this Section 3.04(e), then the respective Grantor shall promptly (and in any event within 60 days after the date of this Agreement (as amended and restated) or, if later, 30 days after the establishment of such Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent)) close the respective Deposit Account or Securities Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account or Securities Account meeting the requirements of this Section 3.04(e).  If any bank with which a Deposit Account or Securities Account is maintained refuses to subordinate all its claims with respect to such Deposit Account or Securities Account to the Collateral Agents’ security interest therein on terms satisfactory to each Collateral Agent, then any Collateral Agent, at its option, may (x) require that such Deposit Account or Securities Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination.

(ii)From and after the Second Restatement Effective Date, each Grantor shall transfer funds to and from Deposit Accounts and Securities Accounts maintained by such Grantor (including, without limitation, sweeping funds from Deposit Accounts and Securities Accounts maintained by Grantors which are Subsidiary Guarantors to Deposit Accounts and Securities Accounts maintained by the Company) in the ordinary course of business consistent with past practice.

Notwithstanding anything to the contrary contained in this Section 3.04(e), in no event shall any Grantor be required to comply with this Section 3.04(e) to the extent any such Deposit Accounts or and Securities Accounts constitute Excluded Collateral.

Section 3.05.  Voting Rights; Dividends and Interest, Etc.  This Section 3.05 does not apply to Pledged Collateral which is ULC shares for which shares, and for greater certainty, the Grantor has not by this Agreement limited its rights to vote such shares or receive distributions upon such ULC shares while such ULC shares remain registered in its name. Unless and until an Event of Default shall have occurred and be continuing and, except in the case of a Bankruptcy Default, the Controlling Collateral Agent shall have given the Grantors prior written notice of its intent to exercise its rights under this Agreement:

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(a)Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents and applicable law and no notice of any such voting or exercise of any consensual rights and powers need be given to the Collateral Agents.

(b)The Collateral Agents shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a) above.

(c)Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Collateral Agents and the Secured Parties and shall be delivered to the Controlling Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Controlling Collateral Agent) on or prior to the later to occur of (i) 30 days following the receipt thereof and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Controlling Collateral Agent may consent).

(d)Notwithstanding anything to the contrary contained in this Section 3.05, in no event shall dividends, interest, principal and other distributions paid on or distributed or voting rights in respect of any Excluded Collateral be subject to the requirements set forth herein.

Section 3.06.  Additional Covenants Regarding Patent, Trademark and Copyright Collateral.  (a) Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, other than the expiration of such Patent at the end of its natural term, subject to such Grantor’s reasonable business judgment.

(b)Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each registered Trademark that is material to the conduct of such Grantor’s business, use commercially reasonable efforts to maintain such Trademark registration in full force free from any legally binding determination of abandonment or invalidity of such Trademark registration due to non-use, subject to such Grantor’s reasonable business judgment.

(c)Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, and subject to each Grantor’s reasonable business judgment,

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each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, and the United States Copyright Office, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(d)Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property (other than any Excluded Collateral) after the Closing Date, to the extent that such Intellectual Property would be a part of the Collateral under the terms of this Agreement had it been owned by such Grantor as of the Closing Date, (“After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby shall automatically become part of the Collateral, subject to the terms and conditions of this Agreement.  Within 90 days after the end of each calendar year (or such longer period as to which the Controlling Collateral Agent may consent), the relevant Grantor shall sign and deliver to the Collateral Agents an appropriate Intellectual Property Security Agreement with respect to all applicable United States federally registered (or application for United States federally registered) After-Acquired Intellectual Property owned by it as of the last day of applicable fiscal quarter, to the extent that such Intellectual Property becomes part of the Collateral and to the extent that it is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it.

(e)Notwithstanding anything to the contrary contained in this Section 3.06, in no event shall any Grantor be required to comply with this Section 3.06 to the extent any such Copyrights, Trademarks, Patents or other Intellectual Property constitute Excluded Collateral.

ARTICLE IV

Remedies

Section 4.01.  Pledged Collateral.  (a) Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Controlling Collateral Agent, on behalf of the Secured Parties, shall have the right (in their sole and absolute discretion), except in the case of ULC shares other than ULC shares which are being transferred following the giving of notice and in the course of realization upon such ULC shares hereunder, to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Controlling Collateral Agent.  Upon the cure or waiver of any such Event of Default the Controlling Collateral Agent shall promptly reregister any Pledged Securities in the name as owned by the applicable Grantor.  Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Controlling Collateral Agent shall at all times have the right to exchange the certificates representing any Pledged Securities

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for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

(b)This Section 4.01(b) does not apply to pledged ULC shares. Upon the occurrence and during the continuance of an Event of Default, after the Controlling Collateral Agent shall have notified the Borrower in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Controlling Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Controlling Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Controlling Collateral Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment).  Any and all money and other property paid over to or received by the Controlling Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Controlling Collateral Agent in an account to be established by the Controlling Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03.  After all Events of Default have been cured or waived, the Controlling Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account.

(c)This Section 4.01(c) does not apply to pledged ULC shares. Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Controlling Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Controlling Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required First-Lien Lenders, the Controlling Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights.  To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall automatically have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05, and the Controlling Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05.

(d)This Section 4.01(d) does not apply to pledged ULC shares.  Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Controlling Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its

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rights described in said Sections, and the suspension of the rights of each of the Grantors under said Sections shall be automatic upon the occurrence of such Bankruptcy Default.

Section 4.02.  Uniform Commercial Code and Other Remedies.  Subject to Section 3.01(e) and the terms of this section, upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Controlling Collateral Agent on written demand, and it is agreed that the Controlling Collateral Agent shall have the right to take any of or all the following actions at the same or different times in accordance with the terms of the Credit Agreement:  (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantor to the Controlling Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Controlling Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements), (b) to withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Obligations in the manner provided in Section 4.03, (c) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (d) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the Controlling Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Controlling Collateral Agent shall deem appropriate.  The Controlling Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Controlling Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Controlling Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Controlling Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business

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hours and at such place or places as the Controlling Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Controlling Collateral Agent may (in its sole and absolute discretion) determine.  No Collateral Agent shall be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Controlling Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Controlling Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Controlling Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Controlling Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Controlling Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (other than contingent obligations) paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Controlling Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver.

Until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Controlling Collateral Agent (and all officers, employees or agents designated in writing by the Controlling Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.  Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Controlling Collateral Agent may upon prior written notice to such Grantor, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Controlling

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Collateral Agent deems necessary.  All sums disbursed by the Controlling Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon written demand as provided in Section 9.05 of the Credit Agreement, by the Grantors to the Controlling Collateral Agent and shall be additional First-Lien Obligations or Second-Lien Obligations, as applicable, secured hereby.

All remedies (including the right to vote any equity interests) herein shall be undertaken in accordance with applicable law and the relevant organizational documents.

Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) no Collateral Agent shall have any right to pursue remedies or rights (including without limitation providing any notice of “sole control”) with respect to the Existing Notes due 2010 Account unless and until an Event of Default has occurred and is continuing under Section 7.01(b), (c), (d), (f), (g), (h) or (m) of the Credit Agreement and (ii) any amounts maintained in any Deposit Account or Securities Account subject to a control agreement or control of either Collateral Agent for payroll, taxes or repurchase of certain interests owned by Persons in non-wholly-owned subsidiaries shall not be subject to the Collateral Agents’ rights or remedies upon and during the continuance of any Default or Event of Default.

Section 4.03.  Application of Proceeds.  If an Event of Default shall have occurred and be continuing the Collateral Agents shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in accordance with Section 2.17 of the Credit Agreement.  Upon any sale of Collateral by the Controlling Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Controlling Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Controlling Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Section 4.04.  Grant of License to Use Intellectual Property.  For the purpose of enabling the Controlling Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Controlling Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Controlling Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.  The use of such license by the Controlling Collateral Agent may be exercised, at the option of the Controlling Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Controlling Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

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Section 4.05.  Securities Act, Etc.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Controlling Collateral Agent if the Controlling Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Controlling Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Controlling Collateral Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Controlling Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Controlling Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Controlling Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached.  The provisions of this Section 4.05 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Controlling Collateral Agent sells.

ARTICLE V

Indemnity, Subrogation and Subordination

Section 5.01.  Indemnity and Subrogation.  In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document

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to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 5.02.  Contribution and Subrogation.  Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor).  Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment.

Section 5.03.  Subordination.  (i) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Loan Document Obligations until the Termination Date; provided, that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall promptly be paid to the Collateral Agents to be credited and applied against the Obligations whether matured or unmatured, in accordance with Section 4.03.  To the extent permitted by applicable law, no failure on the part of the Borrower or any Guarantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.

ARTICLE VI

[RESERVED]

ARTICLE VII

Miscellaneous

Section 7.01.  Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein or in the Credit Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement.  All communications and notices hereunder to

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any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

Section 7.02.  Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties herein or in any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of any Loans and issuance of any Letters of Credit by each Issuing Bank, regardless of any investigation made by any Lender or Issuing Bank or on their behalf and notwithstanding that any Collateral Agent, any Issuing Bank or any Lender may have had notice or actual knowledge of any Default at the time of any Credit Event, and shall continue in full force and effect until (x) in the case of the First-Lien Lenders and the Issuing Banks, the Discharge of First-Lien Obligations and (y) in the case of the Second-Lien Lenders, the Discharge of Second-Lien Obligations.

Section 7.03.  Binding Effect; Several Agreement.  This Agreement shall become effective when it shall have been executed by the Loan Parties and the Collateral Agents and when the Collateral Agents shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.  This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Section 7.04.  Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or any Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

Section 7.05.  Collateral Agents’ Expenses; Indemnity.  (a) The parties hereto agree that the Collateral Agents shall be entitled to reimbursement of their reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.

(b)Without limitation or duplication of its indemnification obligations under the other Loan Documents, each Grantor agrees to indemnify the Collateral Agents and the other Indemnitees as provided in Section 9.05 of the Credit Agreement.

(c)Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.  The provisions of this Section 7.05 shall survive the Termination Date.

Section 7.06.  Collateral Agent Appointed Attorney-in-Fact.  Subject to the Intercreditor Agreement, until the Termination Date, each Grantor hereby appoints the Collateral Agents as the attorneys-in-fact of such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agents may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Controlling Collateral Agent shall have the

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right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in such Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) with one Business Day prior notice to the applicable Grantor, to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Controlling Collateral Agent or the Cash Collateral Account, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms and applicable law, as fully and completely as though the Controlling Collateral Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agents to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agents, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agents and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for the gross negligence, bad faith, fraud or willful misconduct of such Person (or its Affiliates and the respective directors, officers, employees and agents of such Person and such Person’s Affiliates) (each a “related party” of such Indemnitee) or breach of its (or any of its related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby.  The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.

Section 7.07.  Applicable Law.  THIS AGREEMENT (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

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Section 7.08.  Waivers; Amendment.  (a) No failure or delay by the Collateral Agents, the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agents, the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.  Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agents and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification, subject to Section 9.08 of the Credit Agreement and the Intercreditor Agreement.

Section 7.09.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO (AND EACH OTHER SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

Section 7.10.  Severability.  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

34

Section 7.11.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.03.  Delivery of an executed signature page to this Agreement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.12.  Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 7.13.  Jurisdiction; Consent to Service of Process.

(a)Each of the parties and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Collateral Agents, the Administrative Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction.

(b)Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court.  Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto and the Secured Parties, by their acceptance of the benefits of this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

35

Section 7.14.  Termination or Release.

(a)This Agreement, the Guarantees made herein, the Security Interests, the pledge of the Pledged Collateral and all other security interests granted hereby (including, with-out limitation, the licenses granted by the Grantors and the Collateral Agents pursuant to Section 4.04) shall automatically terminate (i) with respect to the First-Lien Security Interests, upon the Discharge of First-Lien Obligations (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the First-Lien Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank) and (ii) with respect to the Second-Lien Security Interests, upon the Discharge of Second-Lien Obligations.

(b)Any Guarantor shall automatically be released from its obligations here-under and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Loan Party.

(c)Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) to any Person that is not a Borrower or a Grantor, or (ii) the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement or (iii) any assets or property no longer constituting “Collateral” hereunder (including with respect to any direct or indirect subsidiary of the Borrower that becomes a Significant Subsidiary, any Capital Stock (as defined in the Existing Notes Documentation) of any such Significant Subsidiary that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including dividends and distributions) or any proceeds, interest, income or profit obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends and distributions), the Security Interest in such Collateral shall be automatically released, and the licenses granted by the Grantors and the Collateral Agents pursuant to Section 4.04 shall be automatically terminated, without any further action by any Grantor, the Collateral Agents or any Secured Party.

(d)In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agents shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or representation or warranty by the Collateral Agents (other than any representation and warranty that the Collateral Agents have the authority to execute and deliver such documents) or any Secured Party.  Without limiting the provisions of Section 7.05, the Borrower shall reimburse the Collateral Agents promptly upon written demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.14 to the extent and as provided in Section 9.05 of the Credit Agreement.

36

(e)At any time that the respective Grantor desires that any Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable request of such Collateral Agent, deliver to such Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c).  No Collateral Agent shall have any liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which such Collateral Agent in good faith believes to be permitted) by this Section 7.14.

Section 7.15.  [RESERVED].

Section 7.16.  Additional Subsidiaries.  Pursuant and subject to the terms of Section 5.09 of the Credit Agreement, each wholly-owned Restricted Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, or a Domestic Subsidiary that is a disregarded entity for United States federal income tax purposes owned by a non-disregarded non-United States entity) that was not in existence or not a subsidiary on the Closing Date is required to enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a subsidiary.  Upon execution and delivery by the Collateral Agents and such subsidiary of a supplement in the form of Exhibit A hereto, such subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein.  The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder other than to the extent (if required) that such consent has already been obtained.  The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 7.17.  Security Interest and Obligations Absolute.  Subject to Section 7.14 hereof, to the extent permitted by applicable law, all rights of the Collateral Agents hereunder, the Security Interests, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument (so long as the same are made in accordance with the terms of Section 9.08 of the Credit Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement (other than the defense of payment).

Section 7.18.  [RESERVED].

Section 7.19.  Limitation on Remedies.

(a)Notwithstanding anything to the contrary contained in this Agreement, with respect to any pledge of a Security Interest in any equity interest in an investment adviser

37

registered under the Investment Advisers Act of 1940, as amended (a “Registered Investment Adviser”), that may constitute Collateral as defined in this Agreement (any such pledged interest, “Investment Adviser Pledged Securities”), neither Collateral Agent, their successors and permitted assigns, or the Secured Parties may exercise any voting or other rights or powers (including without limitation any management rights) associated with any Investment Adviser Pledged Securities, hold any Investment Adviser Pledged Securities in its own name or the name of its nominee, have any Investment Adviser Pledged Securities endorsed or assigned or otherwise act to foreclose on any pledge of Investment Adviser Pledged Securities without first complying in full with all regulatory requirements in connection with a change in control of the applicable Registered Investment Adviser, including without limitation obtaining any required consents of the applicable Registered Investment Adviser’s Clients.

(b)In connection with the foregoing provisions of this Section 7.19, it is acknowledged and agreed that no Collateral Agent, or Secured Party, shall have any liability to any Grantor for any non-compliance or failure to meet obligations as otherwise provided above in this Section 7.19, except to the extent of the gross negligence or willful misconduct of the respective Collateral Agent or the respective Secured Party (or its related parties) or breach by either the respective Collateral Agent or the respective Secured Party of its (or any of their related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby.

Section 7.20.  Significant Subsidiaries.  In no event shall (i) the term “Collateral” (nor any defined term used therein and any component definitions) include any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions) or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends) at any time while such Person constitutes a Significant Subsidiary and (ii) the Liens and Security Interests created hereunder in favor of the Collateral Agents, on behalf of the respective Secured Parties, attach to any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends or distributions) or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, distributions and dividends) at any time while such Person constitutes a Significant Subsidiary.  It is understood and agreed by the Grantors, the Collateral Agents and the Secured Parties, by their

38

acceptance of the benefits hereof, that during the term of the Facilities, the Persons who constitute Significant Subsidiaries may change, but in no event shall any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, or any interest therein or any income or profits therefrom (including, without limitation, dividends and distributions) constitute Collateral securing the Obligations of the Loan Parties (including the Obligations under the Loan Documents) while such Persons constitute Significant Subsidiaries.

Section 7.21.  Amendment and Restatement.  This Agreement shall amend and restate in its entirety the Amended and Restated Guarantee and Collateral Agreement dated as of July 28, 2009 among the Holdings, the Company, Deutsche Bank AG New York Branch as First-Lien Collateral Agent and Second-Lien Collateral Agent, and the subsidiaries of the Company party thereto as grantors and guarantors (the “Existing Agreement”), and all obligations of the grantors and guarantors thereunder shall be deemed replaced and extended as obligations under this Agreement and be governed without novation.  In no event shall such amendment and restatement be construed as a termination of the obligations under the Existing Agreement.

[Remainder of page intentionally left blank]

39

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

WINDY CITY INVESTMENTS, INC.
NUVEEN INVESTMENTS, INC.
NUVEEN AFFILIATES HOLDINGS, LLC
NUVEEN FUND ADVISORS, INC.
NUVEEN INVESTMENTS HOLDINGS, INC.
NUVEEN ASSET MANAGEMENT, LLC
NUVEEN INVESTMENTS ADVISERS INC.
NUVEEN INVESTMENT SOLUTIONS, INC.
NUVEEN HYDEPARK GROUP, LLC
SYMPHONY ASSET MANAGEMENT LLC
SANTA BARBARA ASSET MANAGEMENT, LLC
RITTENHOUSE ASSET MANAGEMENT, INC.
NWQ INVESTMENT MANAGEMENT COMPANY, LLC
NUVEEN NWQ HOLDINGS, LLC
TRADEWINDS GLOBAL INVESTORS, LLC
WINSLOW CAPITAL MANAGEMENT, INC.
By:	/s/ John MacCarthy
	Name: John MacCarthy
	Title: Secretary for each of the above-named Grantors
NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP LLC
By:	/s/ John MacCarthy
	Name: John MacCarthy
	Title: Executive Vice President

Signature page to Nuveen A&R Guarantee & Collateral Agreement

DEUTSCHE BANK AG NEW YORK., as First-Lien Collateral Agent
By:	/s/ Omayra Laucella
	Name: Omayra Laucella
	Title: Vice President
By:	/s/ Dusan Lazarov
	Name: Dusan Lazarov
	Title: Director
DEUTSCHE BANK AG NEW YORK., as Second-Lien Collateral Agent
By:	/s/ Omayra Laucella
	Name: Omayra Laucella
	Title: Vice President
By:	/s/ Dusan Lazarov
	Name: Dusan Lazarov
	Title: Director

Signature page to Nuveen A&R Guarantee & Collateral Agreement

SCHEDULE I
to the Guarantee and
Collateral Agreement

GUARANTORS

Nuveen Affiliates Holdings, LLC

Nuveen Asset Management, LLC

Nuveen Fund Advisors, Inc.

Nuveen HydePark Group, LLC

Nuveen Investment Solutions, Inc.

Nuveen Investments Advisers Inc.

Nuveen Investments Holdings, Inc.

Nuveen Investments Institutional Services Group LLC

Nuveen NWQ Holdings, LLC

NWQ Investment Management Company, LLC

Rittenhouse Asset Management, Inc.

Santa Barbara Asset Management, LLC

Symphony Asset Management LLC

Tradewinds Global Investors, LLC

Winslow Capital Management, Inc.

SCHEDULE II(1)
to the Guarantee and
Collateral Agreement

EQUITY INTERESTS

Issuer	Number of Certificate	Registered Owner	Number and Class of  Equity Interest
Nuveen Investments, Inc.	C-1	Windy City Investments, Inc.	1,000
Santa Barbara Asset Management, LLC	Uncertificated	Nuveen Investments, Inc.	200,000 Parent Units
Nuveen Investments Holdings, Inc.	1	Nuveen Investments, Inc.	1,000
Nuveen Investments Institutional Services Group LLC	Uncertificated	Nuveen Investments, Inc.	100% Interest held by Registered Owner
Nuveen Investments Advisers Inc.	2	Nuveen Investments, Inc.	1,000
Nuveen Investment Solutions, Inc.	38	Nuveen Investments, Inc.	57,154.15020
Nuveen Hydepark Group, LLC	Uncertificated	Nuveen Investment Solutions, Inc.	100% Interest held by Registered Owner
Rittenhouse Asset Management, Inc.	100	Nuveen Investments, Inc.	1,000
Winslow Capital Management, Inc.	85	Nuveen Investments, Inc.	130,277
Symphony Asset Management LLC	Uncertificated	Nuveen Investments, Inc.	2,000 Parent Units
Symphony Asset Management LLC	Uncertificated	Nuveen Investments Holdings, Inc.	2,000 Parent Units
Nuveen Affiliates Holdings, LLC	Uncertificated	Nuveen Investments, Inc.	2,000 Class 1
Nuveen Global Investments Holdings, LLC	Uncertificated	Nuveen Investments, Inc.	100% Interest held by Registered Owner, 65% of

(1)  Notwithstanding anything to the contrary contained in the schedule (including supplements or modifications hereto), in no event shall Excluded Collateral (even to the extent scheduled at any time) constitute Collateral.  Furthermore, this schedule and all disclosures herein are subject to the terms, conditions and provisions of Sections 7.14 and 7.20 of the Guarantee and Collateral Agreement.

			which are pledged
Nuveen NWQ Holdings, LLC	Uncertificated	Nuveen Investments, Inc.	100% Interest held by Registered Owner
Nuveen Asset Management, LLC	Uncertificated	Nuveen Fund Advisors, Inc.	100% Parent Units
Nuveen Fund Advisors, Inc.	Uncertificated	Nuveen Investments, Inc.	100% Interest held by Registered Owner
NWQ Investment Management Company, LLC	Uncertificated	Nuveen NWQ Holdings, LLC	100% Parent Units
Tradewinds Global Investors, LLC	Uncertificated	Nuveen Affiliates Holdings, LLC	1,999 Class I
Tradewinds Global Investors, LLC	Uncertificated	Nuveen Investments, Inc.	1 Class I
Gresham Asset Management, LLC	Uncertificated	Nuveen Investments, Inc.	60% Interest held by Registered Owner
Gresham Investment Management, LLC	Uncertificated	Nuveen Investments, Inc.	60% Interest held by Registered Owner

PLEDGED DEBT SECURITIES

None.

SCHEDULE III(2)
to the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY GRANTOR

None.

PATENTS OWNED BY GRANTORS

None.

TRADEMARK/TRADE NAMES OWNED BY GRANTORS

U.S. Trademark Registrations

Grantor	Mark	Reg. Date	Reg. No.
Nuveen Investments, Inc.	IT’S NOT WHAT YOU EARN, IT’S WHAT YOU KEEP	3/3/92	1677862
Nuveen Investments, Inc.	LOOK AHEAD. INVEST WELL. LEAVE YOUR MARK.	8/28/01	2481495
Nuveen Investments, Inc.	Miscellaneous Design (INFINITY SYMBOL)	10/23/01	2500306
Nuveen Investments, Inc.	MUNIPREFERRED (STYLIZED LETTERS)	10/13/92	1724187
Nuveen Investments, Inc.	NEW FRONTIERS	6/27/06	3109164
Nuveen Investments, Inc.	NUVEEN	2/1/00	2313480
Nuveen Investments, Inc.	NUVEEN INVESTMENTS	12/4/01	2514096
Nuveen Investments, Inc.	NUVEEN INVESTMENTS & Design	12/4/01	2514095
Nuveen Investments, Inc.	NUVEEN PORTFOLIO CONSTRUCTOR	9/29/98	2191848

(2)  Notwithstanding anything to the contrary contained in the schedule (including supplements or modifications hereto), in no event shall Excluded Collateral (even to the extent scheduled at any time) constitute Collateral.  Furthermore, this schedule and all disclosures herein are subject to the terms, conditions and provisions of Sections 7.14 and 7.20 of the Guarantee and Collateral Agreement.

Grantor	Mark	Reg. Date	Reg. No.
Nuveen Investments, Inc.	RITTENHOUSE	12/3/96	2020367
Nuveen Investments, Inc.	SMARTER WAYS TO BE CONSERVATIVE	5/11/04	2839918
Nuveen Investments, Inc.	FUNDPREFERRED	1/18/05	2920245
Nuveen Investments, Inc.	TRADEWINDS	1/13/09	3561029
Nuveen Investments, Inc.	333 ADVISORS	3/11/08	3396546
Nuveen Investments, Inc.	CLOSE THE INCOME GAP	1/3/08	3442026
Nuveen Investments, Inc.	PERSONALPLAN	4/22/08	3416336
Nuveen Investments, Inc.	BENJAMIN GRAHAM	6/30/09	3648584
Nuveen Investments, Inc.	CLOSE YOUR INCOME GAP	6/1/10	3796031
Nuveen Investments, Inc.	ECOLOGIC	4/20/10	3778962
Nuveen Investments, Inc.	FAF ADVISORS	11/20/07	3341581
Nuveen Investments, Inc.	FAF ADVISORS & Design	11/30/10	3882901
Nuveen Investments, Inc.	INTELLIGENT RISK PORTFOLIOS	2/16/10	3750679
Nuveen Investments, Inc.	INTELLIGENT VALUE	4/26/11	395264
Nuveen Investments, Inc.	Miscellaneous Design (Swirl Logo)	12/18/07	3357647
Nuveen Investments, Inc.	NWQ	4/28/09	3612393

2

U.S. Trademark Applications

Grantor	Mark	Filing Date	Application No.
Nuveen Investments, Inc.	N & Design	11/19/10	85/181023
Nuveen Investments, Inc.	SANTA BARBARA	11/22/11	85/476796
Nuveen Investments, Inc.	SYMPHONY	11/24/11	85/477552
Nuveen Investments, Inc.	401(K)OLLEGE	12/30/11	85/504321

3

SCHEDULE IV

to the Guarantee and

Collateral Agreement

UCC FILING OFFICES

Grantor	Filing Office
Nuveen Affiliates Holdings, LLC	Secretary of State of Delaware
Nuveen Asset Management, LLC	Secretary of State of Delaware
Nuveen Fund Advisors, Inc.	Secretary of State of Delaware
Nuveen HydePark Group, LLC	Secretary of State of Delaware
Nuveen Investment Solutions, Inc.	Secretary of State of Illinois
Nuveen Investments, Inc.	Secretary of State of Delaware
Nuveen Investments Advisers Inc.	Secretary of State of Delaware
Nuveen Investments Holdings, Inc.	Secretary of State of Delaware
Nuveen Investments Institutional Services Group LLC	Secretary of State of Delaware
Nuveen NWQ Holdings, LLC	Secretary of State of Delaware
NWQ Investment Management Company, LLC	Secretary of State of Delaware
Rittenhouse Asset Management, Inc.	Secretary of State of Delaware
Santa Barbara Asset Management, LLC	Secretary of State of Delaware
Symphony Asset Management LLC	Secretary of State of California
Tradewinds Global Investors, LLC	Secretary of State of Delaware
Windy City Investments, Inc.	Secretary of State of Delaware
Winslow Capital Management, Inc.	Secretary of State of Minnesota

SCHEDULE V
to the Guarantee and
Collateral Agreement

SCHEDULE V

UCC INFORMATION

Legal Name	Type of Entity	Organizational Number	Federal Taxpayer Identification Number	State of Formation	Mailing Address
Windy City Investments, Inc.	Corporation	4372739	26-0373344	Delaware	c/o Madison Dearborn Partners, LLC Three First National Plaza Chicago, Illinois 60602
Nuveen Investments, Inc.	Corporation	2292038	36-3817266	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen Investments Holdings, Inc.	Corporation	3413898	36-7364377	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen Fund Advisors, Inc.	Corporation	0859952	31-0942504	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Santa Barbara Asset Management, LLC	Limited Liability Company	3992368	20-3432117	Delaware	820 State Street 5th Floor Santa Barbara, CA 93101
Rittenhouse Asset Management, Inc.	Corporation	0882765	23-2119472	Delaware	5 Radnor Corp. Center Matsonford Road, Suite 300 Radnor, Pennsylvania 19087
Symphony Asset Management LLC	Limited Liability Company	199619810033	94-3252504	California	555 California Street Rene Suite 2975 San Francisco, California 94104
Nuveen Affiliates Holdings, LLC	Limited Liability Company	4096396	02-0767175	Delaware	333 W. Wacker Drive Chicago, Illinois 60606

Legal Name	Type of Entity	Organizational Number	Federal Taxpayer Identification Number	State of Formation	Mailing Address
NWQ Investment Management Company, LLC	Limited Liability Company	3528067	47-0875103	Delaware	2049 Century Park East, 4th Floor Los Angeles, California 90067
Tradewinds Global Investors, LLC	Limited Liability Company	4067912	02-0767178	Delaware	2049 Century Park East Los Angeles, California 90067
Nuveen Investments Institutional Services Group LLC	Limited Liability Company	3657563	86-1071549	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen Investment Solutions, Inc.	Corporation	5341-398-6	36-3293941	Illinois	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen HydePark Group, LLC	Limited Liability Company	3378360	N/A	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen Investments Advisers Inc.	Corporation	3566797	04-3714572	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Winslow Capital Management, Inc.	Corporation	7J-638	41-1719690	Minnesota	4720 IDS Tower 80 S. Eight Street Minneapolis, MN 55402
Nuveen Asset Management, LLC	Limited Liability Company	4880848	27-4357327	Delaware	333 W. Wacker Drive Chicago, Illinois 60606
Nuveen NWQ Holdings, LLC	Limited Liability Company	5039909	36-4709028	Delaware	333 W. Wacker Drive Chicago, Illinois 60606

SCHEDULE VI(3)
to the Guarantee and
Collateral Agreement

DEPOSIT AND SECURITIES ACCOUNTS

Grantor	Type of Account	Bank	Account Number
Nuveen Investments, Inc.	General Purpose Bank Deposit	JP Morgan Chase Bank, N.A.	5760674
Windy City Investments, Inc.	General Purpose Bank Deposit	JP Morgan Chase Bank, N.A.	786417667
Nuveen Investments, Inc.	Investment Securities	The Bank of New York Mellon	330928
Nuveen Investments, Inc.	Investment Securities	Merrill Lynch, Pierce, Fenner and Smith Incorporated	26B-07V00
Nuveen Investments, Inc.	Escrow Cash Deposit	Deutsche Bank Trust Company Americas	PORT S45619.1

(3)  Notwithstanding anything to the contrary contained in the schedule (including supplements or modifications hereto), in no event shall Excluded Collateral (even to the extent scheduled at any time) constitute Collateral.  Furthermore, this schedule and all disclosures herein are subject to the terms, conditions and provisions of Sections 7.14 and 7.20 of the Guarantee and Collateral Agreement.

EXHIBIT A
to the Guarantee and
Collateral Agreement

SUPPLEMENT NO. [·] (this “Supplement”) dated as of [·], to the Guarantee and Collateral Agreement dated as of November 13, 2007 and amended and restated as of February 29, 2012 (the “Guarantee and Collateral Agreement”), among WINDY CITY INVESTMENTS, INC., a Delaware corporation (“Holdings”), NUVEEN INVESTMENTS, INC. (the “Company”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK, as [First-Lien Collateral Agent][Second-Lien Collateral Agent (in such capacity, the “Collateral Agent”) for the [First-Lien Secured Parties][Second-Lien Secured Parties] (as defined therein) (the “Secured Parties”).

A.Reference is made to the Credit Agreement dated as of November 13, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, Holdings, the Borrower, the lenders from time to time party thereto (the “Lenders”), and Deutsche Bank AG New York., as administrative agent for the Lenders, as Collateral Agent and as [Second-Lien Collateral Agent][First-Lien Collateral Agent].

B.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.

C.The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Section 7.16 of the Guarantee and Collateral Agreement provides that certain additional Restricted Subsidiaries of the Borrower may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations and to induce the Cash Management Creditors to enter into and/or maintain Cash Management Obligations with one or more Loan Parties with one or more Loan Parties.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable

to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date or the Second Restatement Effective Date were to the date hereof).  In furtherance of the foregoing, the New Subsidiary, as security for the payment in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby (i) create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First-Lien Secured Parties, their permitted successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the First-Lien Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary and (ii) create and grant to the Second-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Second-Lien Secured Parties, their permitted successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Second-Lien Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary.  Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary.  The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agents and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Collateral Agents shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agents.  Delivery of an executed signature page to this Supplement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Subsidiary hereby represents and warrants to the Collateral Agent and the Secured Parties that as of the date hereof (a) Schedule I attached hereto correctly sets forth (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the exact legal name (as such name appears on its certificate or articles of incorporation or formation) of the New Subsidiary and its jurisdiction of organization.

SECTION 5.  Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

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SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and Collateral Agreement or the Credit Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement.  All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement as provided in Section 9.05 of the Credit Agreement.

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IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
By:
	Name:
	Title:
	Address:
	Legal Name:
	Jurisdiction of Formation:
DEUTSCHE BANK AG NEW YORK., as Collateral Agent,
By:
	Name:
	Title:
By:
	Name:
	Title

SCHEDULE I
to the Supplement to Guarantee
 and Collateral Agreement

Collateral of the New Subsidiary

EQUITY INTERESTS

Issuer Number of
Certificate Registered
Owner Number and
Class of Equity
Interest Percentage of
Equity Interests

PLEDGED DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

PLEDGED DEBT SECURITIES

[Follow format of Schedule III to the
Guarantee and Collateral Agreement.]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of February 29, 2012, and entered into by and among DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”) and in its capacity as collateral agent under the Second-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”).  Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS, Holdings, the Borrower, the lenders party thereto and DBNY, as administrative agent, have entered into that certain Credit Agreement, dated as of November 13, 2007, as amended as of July 28, 2009, as amended and restated as of December 31, 2010, as further amended as of December 30, 2011, and as further amended and restated as of the date hereof (as further amended, restated, supplemented, modified and/or Refinanced from time to time, the “Credit Agreement”) providing for the making of term and revolving loans to the Borrower, and the issuance of, and participation in, letters of credit for the account of the Borrower as provided therein;

WHEREAS, the obligations of Holdings, the Borrower, and the other Grantors under the First-Lien Credit Documents which constitute First-Lien Obligations, all Hedging Agreements with one or more Hedging Creditors and all Cash Management Agreements with one or more Cash Management Creditors will be secured by substantially all the assets of Holdings, the Borrower and the other Grantors, respectively, pursuant to the terms of the First-Lien Security Documents;

WHEREAS, the obligations of Holdings, the Borrower, and the other Grantors under the Second-Lien Credit Documents which constitute Second-Lien Obligations will be secured by substantially all the assets of Holdings, the Borrower and the other Grantors, respectively, pursuant to the terms of the Second-Lien Security Documents;

WHEREAS, the First-Lien Credit Documents and the Second-Lien Credit Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral;

WHEREAS, in order to induce the First-Lien Collateral Agent and the First-Lien Creditors to consent to the Grantors incurring the Second-Lien Obligations and to induce the First-Lien Creditors to continue extending credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor, the Second-Lien Collateral Agent on behalf of the Second-Lien Creditors (and each Second-Lien Creditor by its acceptance of the benefits of the Second-Lien Security Documents) has agreed to the subordination, intercreditor and other provisions set forth in this Agreement; and

WHEREAS, Holdings, the Borrower and the other Grantors may, from time to time, incur additional secured debt which Holdings, the Borrower and the First-Lien Collateral Agent may agree may share a first-priority security interest in the Collateral in accordance with the First-Lien Credit Documents in existence at the time of such incurrence;

WHEREAS, Holdings, the Borrower and the other Grantors may, from time to time, incur additional secured debt which Holdings, the Borrower and the First-Lien Collateral Agent may agree may share a second-priority security interest in the Collateral in accordance with the Second-Lien Credit Documents in existence at the time of such incurrence;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.  Definitions.

1.1Defined Terms.  As used in the Agreement, the following terms shall have the following meanings:

“Agreement” means this Intercreditor Agreement, as amended, restated, amended and restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cap Amount” means, as of any time, the aggregate of (x) $2,751,300,000 plus (y) the maximum principal amount of Indebtedness that could be incurred at such time such that after giving effect thereto the Senior Secured Net Leverage Ratio of the Borrower would not exceed 5.0 to 1.0 minus (z) the amount of all mandatory principal payments actually made by the Borrower under the Credit Agreement with Net Cash Proceeds from Prepayment Asset Sales.

“Cash Management Agreements” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Creditors” means (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the Credit Agreement for any reason) party to a Cash Management Agreement with any Grantor and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above: provided that any such obligations of

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any Grantor owing to a First-Lien Lender or an affiliate thereof shall only constitute “Cash Management Obligations” hereunder at the option of the Borrower.

“Cash Management Obligations” means (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective Cash Management Agreement, whether or not a claim for post-petition interest is allowed in any such Insolvency or Liquidation Proceeding) of each Grantor owing to the Cash Management Creditors, now existing or hereafter incurred under, arising out of or in connection with each Cash Management Agreement (including all such obligations and indebtedness under any guarantee to which each Grantor is a party) and (ii) the due performance and compliance by each Grantor with the terms, conditions and agreements of each Cash Management Agreement; provided that any such obligations of any Grantor owing to any First-Lien Creditor or an affiliate of a First-Lien Creditor shall only constitute “Cash Management Obligations” hereunder solely at the option of such Grantor.

“Collateral” means all of the assets and property of any Grantor, constituting both First-Lien Collateral and Second-Lien Collateral.

“Collateral Agent” means, as the context requires, collectively, the First-Lien Collateral Agent and the Second-Lien Collateral Agent.

“Comparable Second-Lien Security Document” means, in relation to any Collateral subject to any Lien created under any First-Lien Security Document, that Second-Lien Security Document which creates a Lien on the same Collateral, granted by the same Grantor.

“Creditors” means, collectively, the First-Lien Creditors and the Second-Lien Creditors.

“Discharge of First-Lien Credit Agreement Obligations” means, except to the extent otherwise provided in Section 5.6 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Credit Documents, only to the extent that such interest would be allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Documents, (b) payment in full in cash of all other First-Lien Obligations (other than Hedging Obligations and Cash Management Obligations) that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in accordance with the Credit Agreement or otherwise, in an amount and manner, and on terms, reasonably satisfactory to the First-Lien Collateral Agent) of all Letters of Credit issued by any First-Lien Creditor and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

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“Discharge of First-Lien Obligations” means, except to the extent otherwise provided in Section 5.6 hereof, (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Credit Documents, only to the extent that such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Documents, (b) payment in full in cash of all other First-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in accordance with the Credit Agreement or otherwise, in an amount and manner, and on terms, reasonably satisfactory to the First-Lien Collateral Agent) of all Letters of Credit, Hedging Agreements and Cash Management Agreements issued or entered into, as the case may be, by any First-Lien Creditor and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

“Discharge of Second-Lien Obligations” means (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective Second-Lien Credit Documents, only to the extent that such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Second-Lien Documents, (b) payment in full in cash of all other Second-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, and (c) termination of all other commitments of the Second-Lien Creditors under the Second-Lien Credit Documents.

“First-Lien Collateral” means all of the assets and property of any Grantor, with respect to which a Lien is granted (or purported to be granted) by any First-Lien Security Document.

“First-Lien Collateral Agent” has the meaning provided in the first paragraph of this Agreement.

“First-Lien Credit Documents” means the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) other than any Loan Document securing only the Second-Lien Obligations and each of the other agreements, documents and instruments providing for or evidencing any other First-Lien Obligation and any other document or instrument executed or delivered at any time in connection with any First-Lien Obligation (including any intercreditor or joinder agreement among holders of First-Lien Obligations but excluding Hedging Agreements and Cash Management Agreements), to the extent such are effective at the relevant time, as each may be amended, modified, amended and restated, restated, renewed, extended, supplemented, replaced and/or Refinanced from time to time.

“First-Lien Creditors” means, at any relevant time, the holders of First-Lien Obligations at such time, including, without limitation, the First-Lien Lenders, the Hedging Creditors, the Cash Management Creditors, the First-Lien Collateral Agent, the Administrative

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Agent and the other agents and arrangers of the First-Lien Facilities under (and as defined in) the Credit Agreement.

“First-Lien Documents” means and includes the First-Lien Credit Documents, the Hedging Agreements entered into with one or more Hedging Creditors and the Cash Management Agreements entered into with one or more Cash Management Creditors.

“First-Lien Lenders” means the “First-Lien Lenders” under, and as defined in, the Credit Agreement; provided that the term “First-Lien Lender” shall in any event include each Issuing Bank and each Swingline Lender, in each case, as defined in the Credit Agreement.

“First-Lien Obligations” means (i) all “First-Lien Obligations” under, and as defined in, the Credit Agreement, (ii) all Hedging Obligations and (iii) all Cash Management Obligations.  “First-Lien Obligations” shall in any event include:  (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First-Lien Document, only to the extent that the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First-Lien Collateral Agent, the Administrative Agent and the First-Lien Creditors after the commencement of an Insolvency or Liquidation Proceeding, only to the extent that the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding and is otherwise reimbursable pursuant to the First-Lien Credit Documents, and (c) all obligations and liabilities of each Grantor under each First-Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.  The First-Lien Obligations shall not include (x) principal of Loans or stated amounts of Letters of Credit in excess of the Cap Amount as in effect at the time incurred (it being understood and agreed that, for purposes of determining the time at which Loans are incurred, any Revolving Loan and/or Swingline Loan (in each case, as defined in the Credit Agreement) incurred, or Letter of Credit issued, from time to time, shall be deemed to have been incurred or issued (as applicable) as of the date that the relevant Commitment (as defined in the Credit Agreement) therefor first became effective), or (y) any amount in clauses (a) through (c) of the preceding sentence incurred in connection with the enforcement of the excess amounts referred to in preceding clause (x) (excluding, in either case, any such excess amounts representing the capitalization of interest or fees or resulting from fluctuations in currency values, which excess amounts shall be First-Lien Obligations).

“First-Lien Security Documents” means the Security Documents (as defined in the Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any First-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any

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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.

“Guarantee and Collateral Agreement” means the Amended and Restated Guarantee and Collateral Agreement, dated as of November 13, 2007 and amended and restated as of July 28, 2009, among the Grantors party thereto, the First-Lien Collateral Agent and the Second-Lien Collateral Agent, as the same may be amended, supplemented, amended and restated, restated, renewed, replaced or extended or modified from time to time.

“Grantors” means Holdings, the Borrower and each of the Subsidiary Guarantors that have executed and delivered, or may from time to time hereafter execute and deliver, a Security Document.

“Hedging Agreements” means and includes each Interest Rate Protection Agreement and each Other Hedging Agreement.

“Hedging Creditor” means (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the Credit Agreement for any reason) party to a Hedging Agreement with any Grantor and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above.

“Hedging Obligations” means with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate, currency risks or commodity either generally or under specific contingencies.

“Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Credit Agreement.

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Interest Rate Protection Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“Letters of Credit” means “Letters of Credit” under, and as defined in, the Credit Agreement.

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“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any other agreement to give a security interest in such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Loans” means “Loans” under, and as defined in, the Credit Agreement.

“Net Cash Proceeds” means “Net Cash Proceeds” under, and as defined in, the Credit Agreement as in effect on the date hereof, with all additional defined terms contained in such definition being incorporated herein.

“Obligations” means the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower or any other Loan Party (as defined in the Credit Agreement) to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document (as defined in the Credit Agreement) and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Loans and L/C Disbursements (as defined in the Credit Agreement) and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party (as defined in the Credit Agreement), whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) or otherwise.

“Other Hedging Agreement” means any foreign exchange contract, currency swap agreement, commodity agreement or other similar arrangement designed to protect against fluctuations in currency values or commodity prices.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pledged Collateral” means (a) the “Collateral” under, and as defined in Guarantee and Collateral Agreement and (b) any other Collateral in the possession of the First-Lien Collateral Agent (or its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code.

“Prepayment Asset Sales” means “Prepayment Asset Sales” under, and as defined in, the Credit Agreement.

“Recovery” has the meaning set forth in Section 6.5 hereof.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other

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indebtedness, in exchange or replacement for, such indebtedness.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Required First-Lien Creditors” means (i) at all times prior to the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the Required First-Lien Lenders (or, to the extent required by the Credit Agreement, each of the First-Lien Lenders), and (ii) at all times after the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the holders of at least the majority of the then outstanding Hedging Obligations and Cash Management Obligations (determined by the First-Lien Collateral Agent in such reasonable manner as is reasonably acceptable to it).

“Required First-Lien Lenders” means the “Required First-Lien Lenders” under, and as defined in, the Credit Agreement.

“Required Second-Lien Creditors” means the “Required Second-Lien Lenders” under, and as defined in, the Credit Agreement.

“Second-Lien Collateral” means all of the assets and property of any Grantor, with respect to which a Lien is granted (or purported to be granted) by any Second-Lien Security Document.

“Second-Lien Collateral Agent” has the meaning set forth in the preamble hereof.

“Second-Lien Credit Documents” means the Credit Agreement and the Loan Documents (as defined in the Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Second-Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second-Lien Obligation, as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof; provided that any such modification does not increase the aggregate principal amount thereof beyond the limit set forth in the Credit Agreement and is otherwise in accordance with the provisions of the Credit Agreement.

“Second-Lien Creditors” means, at any relevant time, the holders of Second-Lien Obligations at such time, including without limitation the Second-Lien Lenders, the Second-Lien Collateral Agent, the Administrative Agent and the other agents and arrangers of the Second-Lien Facility under (and as defined in) the Credit Agreement.

“Second-Lien Lenders” means the “Second-Lien Term Loan Lenders” under, and as defined in, the Credit Agreement.

“Second-Lien Obligations” means all “Second-Lien Obligations” under, and as defined in, the Credit Agreement.  “Second-Lien Obligations” shall in any event include:  (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second-Lien Credit Document only to the extent that the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and

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expenses) incurred by the Second-Lien Collateral Agent, the Administrative Agent and the Second-Lien Creditors after the commencement of an Insolvency or Liquidation Proceeding, only to the extent that the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding and is otherwise reimbursable pursuant to the Second-Lien Credit Documents, and (c) all obligations and liabilities of each Grantor under each Second-Lien Credit Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

“Second-Lien Security Documents” means the Security Documents (as defined in the Credit Agreement) and any other agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Second-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof.

“Security Documents” means, collectively, the First-Lien Security Documents and the Second-Lien Security Documents.

“Senior Secured Net Leverage Ratio” means the “Senior Secured Net Leverage Ratio” under, and as defined in, the Credit Agreement as in effect on the date hereof, with all additional defined terms contained in such definition being incorporated herein.

“Subsidiary” means with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof; provided that, in all cases, the term “Subsidiary” shall not include any Investment Vehicle (as defined in the Credit Agreement) even if any such entity would be consolidated with the Borrower under GAAP.  Unless otherwise specified, “Subsidiary” shall mean any Subsidiary of the Borrower.

“Subsidiary Guarantors” means each Subsidiary of Holdings which enters into a guaranty of any First-Lien Obligations or Second-Lien Obligations.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

1.2Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or

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otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

SECTION 2.  Priority of Liens.

2.1Lien Subordination; Etc.  Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Credit Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents) hereby agrees that:  (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Creditors or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First-Lien Obligations.  All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Holdings, the Borrower, any other Grantor or any other Person.  The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor) for the purposes of lien priority and any Insolvency or Liquidation Proceeding.

2.2Prohibition on Contesting Liens.  Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Creditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any

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Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Security Document, (ii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Security Documents with respect to the First-Lien Obligations or (iii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any other Security Document with respect to such Liens, mortgages, assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Collateral Agent or any First-Lien Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 3.1 hereof.

2.3No New Liens.  So long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the effectiveness of any additional Liens, or the taking of any action to perfect any additional Liens, on any asset or property to secure any Second-Lien Obligation shall be deemed not to have occurred until after a Lien on such asset or property to secure the First-Lien Obligations has been granted and all actions to perfect such Liens in favor of the First-Lien Creditors have been taken.

2.4Similar Liens and Agreements.  The parties hereto agree that it is their intention that the Second-Lien Collateral not be more expansive than the First-Lien Collateral.  In furtherance of the foregoing and of Section 8.9 hereof, the Second-Lien Collateral Agent and the other Second-Lien Creditors agree, subject to the other provisions of this Agreement:

(i)  upon request by the First-Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Second-Lien Collateral and the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under the Second-Lien Credit Documents; and

(ii)  that the guarantees for the First-Lien Obligations and the Second-Lien Obligations shall be substantially in the same form.

SECTION 3.  Enforcement.

3.1Exercise of Remedies.  (a)  So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Borrower or any other Grantor:  (i) the Second-Lien Collateral Agent and the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, if any, to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and

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remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required other First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Liens of the Second-Lien Collateral Agent under the Second-Lien Documents did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement.  In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b)The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred.  Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Credit Documents and applicable law.

(c)The Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies with respect to the Collateral under the First-Lien Credit Documents,

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including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect on the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors.

(d)The Second-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second-Lien Security Documents or any other Second-Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Collateral Agent or the other First-Lien Creditors with respect to the Collateral as set forth in this Agreement and the First-Lien Credit Documents.

SECTION 4.  Payments.

4.1Application of Proceeds.  So long as the Discharge of First-Lien Obligations has not occurred, any proceeds of any Collateral pursuant to the enforcement of any Security Document or the exercise of any remedial provision thereunder, together with all other proceeds received by any Creditor (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any Collateral (or proceeds thereof) to the payment thereof or any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of any Grantor, shall be applied by the First-Lien Collateral Agent to the First-Lien Obligations in such order as specified in the relevant First-Lien Security Document.  Upon the Discharge of the First-Lien Obligations, the First-Lien Collateral Agent shall deliver to the Second-Lien Collateral Agent any proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second-Lien Collateral Agent to the Second-Lien Obligations in such order as specified in the Second-Lien Security Documents.

4.2Payments Over.  Until such time as the Discharge of First-Lien Obligations has occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in Section 2.3 hereof) (or any distribution in respect of the Collateral, whether or not expressly characterized as such) received by the Second-Lien Collateral Agent or any other Second-Lien Creditors in connection with the exercise of any right or remedy (including set-off) relating to the Collateral or otherwise that is inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The First-Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second-

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Lien Collateral Agent or any such other Second-Lien Creditors.  This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

SECTION 5.  Other Agreements.

5.1Releases.

(a)If, in connection with:

(i)the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition of any such Collateral (any of the foregoing, a “Remedial Action”);

(ii)any sale, lease, exchange, transfer, conveyance or other disposition (any of the foregoing, a “Disposition”) of any Collateral permitted under the terms of the First-Lien Credit Documents (whether or not an “event of default” thereunder or under any Second-Lien Credit Document has occurred and is continuing); or

(iii)any agreement (not contravening the First-Lien Credit Documents) between the First-Lien Collateral Agent and the Borrower or any other Grantor (x) to release the First-Lien Collateral Agent’s Lien on any portion of the Collateral (other than in connection with, or in anticipation of, a Discharge of First-Lien Credit Agreement Obligations or a Discharge of First-Lien Obligations) or (y) to release any Grantor from its obligations under the First-Lien Obligations (other than in connection with, or in anticipation of, a Discharge of First-Lien Credit Agreement Obligations or a Discharge of First-Lien Obligations);

there occurs the release by the First-Lien Collateral Agent, acting on its own or at the direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, or of any Grantor from its obligations under the First-Lien Obligations, then the Liens, if any, of the Second-Lien Collateral Agent, for itself and for the benefit of the Second-Lien Creditors, on such Collateral, and the obligations of such Grantor under the Second-Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second-Lien Collateral Agent, for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and deliver to the First-Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First-Lien Collateral Agent or such Grantor may request to effectively confirm such release; provided however that if an “event of default” then exists under the Credit Agreement and the Discharge of First-Lien Obligations occurs concurrently with any such release, the Second-Lien Collateral Agent (on behalf of the Second-Lien Creditors) shall be entitled to receive the residual cash or cash equivalents (if any) constituting Collateral or proceeds thereof remaining after giving effect to such release and the Discharge of the First-Lien Obligations.

(b)Until the Discharge of First-Lien Obligations occurs, the Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, hereby irrevocably constitutes and appoints the First-Lien Collateral Agent and any officer or agent of the First-Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second-Lien Collateral Agent or

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such other Second-Lien Creditor or in the First-Lien Collateral Agent’s own name, from time to time in the First-Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(c)If, prior to the Discharge of First-Lien Obligations, a subordination of the First-Lien Collateral Agent’s Lien on any Collateral is permitted (or in good faith believed by the First-Lien Collateral Agent to be permitted) under the Credit Agreement to another Lien permitted under the Credit Agreement (a “Priority Lien”), then the First-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, shall promptly execute and deliver to the First-Lien Collateral Agent or the relevant Grantor an identical subordination agreement subordinating the Liens of the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors to such Priority Lien.

5.2Insurance.  Unless and until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Lien Credit Documents, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral.  Unless and until the Discharge of First-Lien Obligations has occurred, and subject to the rights of the Grantors under the First-Lien Security Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect to the Collateral shall be paid to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors pursuant to the terms of the First-Lien Credit Documents (including, without limitation, for purposes of cash collateralization of commitments, letters of credit, Hedging  Agreements and Cash Management Agreements) and, after the Discharge of First-Lien Obligations has occurred, to the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors to the extent required under the Second-Lien Security Documents and then, to the extent no Second-Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.  If the Second-Lien Collateral Agent or any other Second-Lien Creditors shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall pay such proceeds over to the First-Lien Collateral Agent in accordance with the terms of Section 4.2 of this Agreement.

5.3Amendments to Second-Lien Security Documents.

(a)Without the prior written consent of the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors), no Second-Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, amendment and restatement, restatement, supplement or modification, or the terms of any new Second-Lien Security Document, would contravene the provisions of this Agreement or any First-Lien Credit Document.  Each Second-Lien Security Document shall include the following language (or language to similar effect approved by the First-Lien Collateral Agent):

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“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second-Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second-Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 29, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), by and among Deutsche Bank AG New York Branch, as First-Lien Collateral Agent, and Deutsche Bank AG New York Branch, as Second-Lien Collateral Agent and certain other Persons party or that may become party thereto from time to time.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement relating to priority of security interests, lien subordination or application of proceeds of Collateral, the terms of the Intercreditor Agreement shall govern and control.”

In addition, each mortgage (if any) covering any Collateral securing the Second-Lien Obligations shall contain such other language as the First-Lien Collateral Agent may reasonably request to reflect the lien subordination of such mortgage to the First-Lien Security Document covering such Collateral.

(b)In the event the First-Lien Collateral Agent or the other First-Lien Creditors and the relevant Grantor(s) enter into any amendment, restatement, modification, supplement, waiver or consent in respect of any of the First-Lien Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Lien Security Document or changing in any manner the rights of the First-Lien Collateral Agent, the other First-Lien Creditors, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second-Lien Security Document without the consent of the Second-Lien Collateral Agent or the other Second-Lien Creditors and without any action by the Second-Lien Collateral Agent, the Borrower or any other Grantor, provided, that (A) no such amendment, restatement, modification, supplement, waiver or consent shall have the effect of (i) removing assets subject to the Lien of the Second-Lien Security Documents, except to the extent that a release of such Lien is permitted by Section 5.1 of this Agreement, (ii) imposing additional duties on the Second-Lien Collateral Agent without its consent, or (iii) permitting other Liens on the Collateral not permitted under the terms of the Second-Lien Credit Documents or Section 6 hereof and (B) notice of such amendment, waiver or consent shall have been given to the Second-Lien Collateral Agent (although the failure to give any such notice shall in no way affect the effectiveness of any such amendment, waiver or consent).

5.4Rights As Unsecured Creditors.  The Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Credit Documents and applicable law.  Nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any

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Lien held by any of them.  In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien, insofar as such judgment Lien attaches to the Collateral, shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such First-Lien Obligations under this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral.

5.5Bailee for Perfection.

(a)The First-Lien Collateral Agent agrees to acquire and acknowledges it holds the Pledged Collateral or other Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and the Second-Lien Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted under the First-Lien Credit Documents and the Second-Lien Credit Documents, subject to the terms and conditions of this Section 5.5.

(b)Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Credit Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist.  The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Credit Documents.

(c)The First-Lien Collateral Agent shall have no obligation whatsoever to the First-Lien Creditors and the Second-Lien Collateral Agent or any Second-Lien Creditor to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5.  The duties or responsibilities of the First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5.

(d)The First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of the First-Lien Security Documents, the Second-Lien Security Documents, this Agreement or any other document a fiduciary relationship in respect of the First-Lien Creditors, the Second-Lien Collateral Agent or any other Second-Lien Creditor.

(e)Upon the Discharge of the First-Lien Obligations, the First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to the Borrower or the relevant Grantor if no First-Lien Obligations or Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral).  The First-Lien Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person’s obtaining control of such Pledged Collateral or as a court of competent jurisdiction may otherwise direct.

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5.6When Discharge of First-Lien Obligations Deemed to Not Have Occurred.  If at any time after the Discharge of First-Lien Obligations has occurred, the Borrower within 60 days thereafter enters into any Refinancing of any First-Lien Credit Document evidencing a First-Lien Obligation which Refinancing is permitted hereby, then such Discharge of First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing First-Lien Credit Document shall automatically be treated as First-Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the first-lien collateral agent under such First-Lien Credit Documents shall be the First-Lien Collateral Agent for all purposes of this Agreement.  Upon receipt of a notice stating that the Borrower has entered into a new First-Lien Credit Document (which notice shall include the identity of the new agent, such agent, the “New Agent”), the Second-Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Agent may reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement.

5.7Voting Arrangements.  The First-Lien Collateral Agent and the Second-Lien Collateral Agent hereby agree on behalf of the First-Lien Lenders and the Second-Lien Lenders, respectively, that, without the prior written consent of the Required Second-Lien Creditors, they will not agree to any amendment, modification, waiver or variance: (a) to Section 2.13(h) of the Credit Agreement or the definition of “Change of Control” as used in such Section 2.13(h) to the extent used therein; (b) to Sections 2.13(b) and 2.13(g) of the Credit Agreement to the extent such amendment, modification or variance would result in an Offer to Repay Term Loans for a lesser principal amount of Second-Lien Term Loans from the proceeds of Prepayment Asset Sales; (c) making covenants or events of default less burdensome for the Borrower made in contemplation of the Discharge of First-Lien Obligations; (d) to any “Security Document” as defined in the Credit Agreement affecting the rights and benefits of the Second-Lien Lenders (and not the First-Lien Lenders in a like manner); (e) any provision of the Credit Agreement (other than provisions relating to economic terms relating to the First-Lien Facilities, Section 6.07 or any other financial maintenance covenant), in each case disproportionately affecting the interests, rights or obligations of the Second-Lien Lenders  (it being understood that an amendment, modification or variance shall not be deemed to disproportionately affect adversely the interests, rights or obligations of the Second-Lien Lenders solely because (i) of the Second-Lien Lenders’ junior priority position or (ii) such amendment, modification or variance may result in a lesser recovery for Second-Lien Lenders due to the second priority status of the Liens securing the Second Lien Obligations); or (f) to increase the amount of “Secured Indebtedness” permitted under Sections 6.01 and 6.02 of the Credit Agreement (and any Refinancing incurred in respect thereof) including, without limitation, $500,000,000 in Second-Lien Facilities, other than as permitted pursuant to Sections 6.01 and 6.02 of the Credit Agreement as in effect on the date hereof; provided that any amendment, modification or variance in any material respect of the Borrower’s obligation to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or to make and consummate an Offer to Repay Term Loans in respect of Second-Lien Term Loans in respect of a Prepayment Asset Sale that has been consummated after a requirement to make an Offer to Repay Term Loans in respect thereof has arisen will require the consent of each Second-Lien Lender adversely affected thereby.

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SECTION 6.  Insolvency or Liquidation Proceedings.

6.1Finance and Sale Issues.  (a)  If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) and, to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any Person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred; provided that the aggregate principal amount of Post-Petition Financing when added to the aggregate principal amount of First-Lien Obligations (other than Hedging Obligations and Cash Management Obligations) outstanding on the date of filing of any such Insolvency or Liquidation Proceeding shall not exceed the sum of the Cap Amount and $150,000,000.

(b)  The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First-Lien Creditors have consented to such sale or disposition of such assets.

6.2Relief from the Automatic Stay.  Until the Discharge of First-Lien Obligations has occurred, the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that none of them shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First-Lien Collateral Agent.

6.3Adequate Protection.  The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that none of them shall

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(i) oppose, object to or contest (or join with or support any third party opposing, objecting to or contesting) (a) any request by the First-Lien Collateral Agent or the other First-Lien Creditors for “adequate protection” (within the meaning of the Bankruptcy Code) in any Insolvency or Liquidation Proceeding (or any granting of such request) or (b) any objection by the First-Lien Collateral Agent or the other First-Lien Creditors to any motion, relief, action or proceeding based on the First-Lien Collateral Agent or the other First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code, or other relief based upon a lack of adequate protection, with respect to the Collateral.  Notwithstanding the immediately preceding sentence, if the First-Lien Creditors are granted adequate protection in the form of a Lien on additional Collateral, the Second-Lien Collateral Agent, for itself and the other Second-Lien Creditors, may seek or accept adequate protection in the form of a replacement Lien on such additional Collateral, which Lien will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the First-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to the First-Lien Obligations under this Agreement.

6.4No Waiver; Voting Rights.  Nothing contained herein shall prohibit or in any way limit the First-Lien Collateral Agent or any First-Lien Creditor from objecting on any basis in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second-Lien Collateral Agent or any other Second-Lien Creditor in respect of the Collateral, including the seeking by the Second-Lien Collateral Agent or any other Second-Lien Creditor of adequate protection or the assertion by the Second-Lien Collateral Agent or any other Second-Lien Creditors of any of its rights and remedies in regard to the Collateral under the Second-Lien Credit Documents or otherwise.  In any Insolvency or Liquidation Proceeding, neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor shall (i) oppose, object to, or vote against any plan of reorganization or disclosure statement, or join with or support any third party in doing so, to the extent the terms of such plan or disclosure statement comply with the following clause (ii) and are otherwise consistent with the rights of the First-Lien Creditors under this Agreement or (ii) support or vote for any plan of reorganization or disclosure statement of any Grantor unless (x) such plan provides for the payment in full in cash, to the extent of the Collateral, of all First-Lien Obligations (including all post-petition interest, fees and expenses as provided in Section 6.6 hereof) on the effective date of such plan of reorganization, or (y) such plan provides on account of the First-Lien Obligations for the retention by the First-Lien Collateral Agent, for the benefit of the First-Lien Creditors, of the Liens on the Collateral securing the First-Lien Obligations, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, the Second-Lien Collateral Agent are only on assets or property securing the First-Lien Obligations and shall have the same relative priority with respect to the Collateral or other assets or property, respectively, as provided in this Agreement with respect to the Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, in each case, in respect of Collateral or proceeds thereof, on account of the First-Lien Obligations or the Second-Lien Obligations, such plan provides that any such deferred cash payments or other distributions in respect of the Second-Lien Obligations shall be delivered to the First-Lien Collateral Agent and distributed in accordance with the priorities provided in Section 4.1(a) hereof, it being understood that, in the event that any plan is proposed by any debtor, creditor, or other party in

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interest in any such Insolvency or Liquidation Proceeding that is inconsistent with or purports to alter the provisions of this Agreement (including the provisions of Section 4.1(a) hereof and the priority of application of the proceeds of Collateral set forth therein), the First-Lien Collateral Agent shall be deemed to have been granted, as of the date hereof, an irrevocable power of attorney to vote the claims of the Second-Lien Creditors against any such plan, with such appointment being coupled with an interest, and the First-Lien Collateral Agent shall be deemed the “holder” of such claims within the meaning of Section 1126(a) of the Bankruptcy Code.  Except as provided in this Section 6, the Second-Lien Creditors shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding.

6.5Preference Issues.  If any First-Lien Creditor is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor any amount received from Collateral (a “Recovery”), then the First-Lien Obligations shall be reinstated to the extent of such Recovery and the First-Lien Creditors shall be entitled to a reinstatement of First-Lien Obligations with respect to all such recovered amounts.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.  Any amounts received by the Second-Lien Collateral Agent or any Second-Lien Creditor in respect of Collateral on account of the Second-Lien Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 6.5, be held in trust for and paid over to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors, for application to the reinstated First-Lien Obligations.  This Section 6.5 shall survive termination of this Agreement.

6.6Post-Petition Interest.

(a)Neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor shall oppose or seek to challenge any claim by the other First-Lien Collateral Agent or any First-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of First-Lien Obligations consisting of post-petition interest, fees or expenses.

(b)Without limiting the foregoing, it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor) for the purposes of lien priority and any Insolvency or Liquidation Proceeding.

6.7Waiver.  The Second-Lien Collateral Agent, for itself and on behalf of the other Second-Lien Creditors, waives any claim it may hereafter have against any First-Lien Creditor arising out of the election by any First-Lien Creditor of the application to the claims of any First-Lien Creditor of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any Cash Collateral or Post-Petition Financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

6.8Limitations.  So long as the Discharge of First-Lien Obligations has not occurred, without the express written consent of the First-Lien Collateral Agent, none of the

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Second-Lien Creditors shall (or shall join with or support any third party making, opposing, objecting or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) make an election for application to its claims of Section 1111(b)(2) of the Bankruptcy Code, (ii) oppose, object to or contest the determination of the extent of any Liens held by any of the First-Lien Creditors or the value of any claims of First-Lien Creditors under Section 506(a) of the Bankruptcy Code or (iii) oppose, object to or contest the payment to the First-Lien Creditors of interest, fees or expenses under Section 506(b) of the Bankruptcy Code.

SECTION 7.  Reliance; Waivers; Etc.

7.1Reliance.  Other than any reliance on the terms of this Agreement, the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Credit Documents, acknowledges that it and the other First-Lien Creditors have, independently and without reliance on the Second-Lien Collateral Agent or any other Second-Lien Creditors, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First-Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under any First-Lien Document or this Agreement.  The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, acknowledges that it and the Second-Lien Creditors have, independently and without reliance on the First-Lien Collateral Agent or any First-Lien Creditor, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second-Lien Credit Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second-Lien Credit Documents or this Agreement.

7.2No Warranties or Liability.  The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  The Second-Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, to act or

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refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3No Waiver of Lien Priorities.

(a)No right of the First-Lien Creditors, the First-Lien Collateral Agent or any of them to enforce any provision of this Agreement or any First-Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Holdings, the Borrower or any other Grantor or by any act or failure to act by any First-Lien Creditor or the First-Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First-Lien Documents or any of the Second-Lien Credit Documents, regardless of any knowledge thereof which the First-Lien Collateral Agent or the First-Lien Creditors, or any of them, may have or be otherwise charged with.

(b)Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Borrower and the other Grantors under the First-Lien Documents), the First-Lien Creditors, the First-Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the First-Lien Documents and/or applicable law, without the consent of, or notice to, the Second-Lien Collateral Agent or any other Second-Lien Creditor, without incurring any liabilities to the Second-Lien Collateral Agent or any other Second-Lien Creditor and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second-Lien Collateral Agent or any Second-Lien Creditors is affected, impaired or extinguished thereby) do any one or more of the following:

(i)make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

(ii)change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First-Lien Obligations or any Lien on any First-Lien Collateral or guaranty thereof or any liability of the Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First-Lien Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First-Lien Collateral Agent or any of the First-Lien Creditors, the First-Lien Obligations or any of the First-Lien Documents;

(iii)sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First-Lien Collateral or any liability of the Borrower or any other Grantor to the First-Lien

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Creditors or the First-Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iv)settle or compromise any First-Lien Obligation or any other liability of the Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First-Lien Obligations) in any manner or order;

(v)exercise or delay in or refrain from exercising any right or remedy against the Borrower or any other Grantor or any other Person or with respect to any security, elect any remedy and otherwise deal freely with the Borrower, any other Grantor or any First-Lien Collateral and any security and any guarantor or any liability of the Borrower or any other Grantor to the First-Lien Creditors or any liability incurred directly or indirectly in respect thereof; and

(vi)release or discharge any First-Lien Obligation or any guaranty thereof or any agreement or obligation of any Grantor or any other Person or entity with respect thereto.

(c)The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4Waiver of Liability; Indemnity.

(a)The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to:  (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral.  The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise.  Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other

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Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation.

(b)  With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent.  The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY in its individual capacity as a Creditor.  DBNY and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

7.5Obligations Unconditional.  All rights, interests, agreements and obligations of the First-Lien Collateral Agent and the other First-Lien Creditors and the Second-Lien Collateral Agent and the other Second-Lien Creditors, respectively, hereunder (including the Lien priorities established hereby) shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any First-Lien Credit Document or any Second-Lien Document;

(b)any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-Lien Obligations or Second-Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First-Lien Document or any Second-Lien Document;

(c)any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First-Lien Obligations or Second-Lien Obligations or any guarantee thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any other Grantor; or

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(e)any other circumstances which otherwise might constitute a defense (other than the defense of payment in full) available to, or a discharge of, the Borrower or any other Grantor in respect of the First-Lien Obligations, or of the Second-Lien Collateral Agent or any Second-Lien Creditor in respect of this Agreement.

SECTION 8.  Miscellaneous.

8.1Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of the First-Lien Documents or the Second-Lien Credit Documents relating to priority of security interests, lien subordination or the application of proceeds of Collateral, the provisions of this Agreement shall govern and control.

8.2Effectiveness; Continuing Nature of this Agreement; Severability.  This Agreement shall become effective when executed and delivered by the parties hereto.  This is a continuing agreement of lien subordination and the First-Lien Creditors may continue, at any time and without notice to the Second-Lien Collateral Agent or any other Second-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon.  The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.  The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding.  Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” with respect to Collateral within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.  This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the date of the Discharge of Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5.

8.3Amendments; Waivers.  No amendment, modification or waiver of any of the provisions of this Agreement by the Second-Lien Collateral Agent or the First-Lien Collateral Agent shall be made unless the same shall be in writing signed on behalf of each party hereto; provided that (x) the First-Lien Collateral Agent (at the direction of the Required First-Lien Creditors) may, without the written consent of any other Creditor, agree to modifications of this Agreement for the purpose of securing additional extensions of credit (including pursuant to the Credit Agreement or any Refinancing or extension thereof) and adding new creditors as “First-Lien Creditors” and “Creditors” hereunder, so long as such extensions (and resulting

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additions) do not otherwise give rise to a violation of the express terms of the Credit Agreement or this Agreement and (y) additional Grantors may execute and deliver acknowledgements of the terms hereof in accordance with the provisions of Section 8.18 of this Agreement. Each waiver of the terms of this Agreement, if any, shall be a waiver only with respect to the specific instance involved and shall not impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.  Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights, interests, liabilities or privileges are directly affected.

8.4Information Concerning Financial Condition of Holdings and its Subsidiaries.  The First-Lien Collateral Agent and the First-Lien Creditors, on the one hand, and the Second-Lien Collateral Agent and the other Second-Lien Creditors, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of Holdings and its Subsidiaries and all endorsers and/or guarantors of the First-Lien Obligations or the Second-Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First-Lien Obligations or the Second-Lien Obligations.  The First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to advise the Second-Lien Collateral Agent or any other Second-Lien Creditor of information known to it or them regarding such condition or any such circumstances or otherwise.  In the event the First-Lien Collateral Agent or any of the other First-Lien Creditors, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second-Lien Collateral Agent or any other Second-Lien Creditor, it or they shall be under no obligation (w) to make, and the First-Lien Collateral Agent and the other First-Lien Creditors shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5Subrogation.  Subject to the Discharge of First-Lien Obligations, with respect to the value of any payments or distributions in cash, property or other assets that the Second-Lien Creditors or Second-Lien Collateral Agent pay over to the First-Lien Collateral Agent or any of the other First-Lien Creditors under the terms of this Agreement, the Second-Lien Creditors and the Second-Lien Collateral Agent shall be subrogated to the rights of the First-Lien Collateral Agent and such other First-Lien Creditors; provided that, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First-Lien Obligations has occurred.  Each of Holdings, the Borrower and each other Grantor acknowledges that, the value of any payments or distributions in cash, property or other assets received by the Second-Lien Collateral Agent or the other Second-Lien Creditors and paid over to the First-Lien Collateral Agent or the other First-Lien Creditors pursuant to, and applied in accordance with, this Agreement, shall not relieve or reduce any of the Obligations owed by the Borrower or any other Grantor under the Second-Lien Credit Documents.

8.6Application of Payments.  All payments constituting proceeds of Collateral received by the First-Lien Collateral Agent or the other First-Lien Creditors may be

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applied, reversed and reapplied, in whole or in part, to such part of the First-Lien Obligations as the First-Lien Creditors, in their sole discretion, deem appropriate.

8.7SUBMISSION TO JURISDICTION; WAIVERS.  (a)  THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES OF AMERICA SITTING IN THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH EACH MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 8.7(a) HEREOF.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE FIRST-LIEN DOCUMENTS AND THE SECOND-LIEN CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

8.8Notices.  All notices to the Second-Lien Creditors and the First-Lien Creditors permitted or required under this Agreement may be sent to the Second-Lien Collateral Agent and the First-Lien Collateral Agent, respectively.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, electronically mailed or sent by courier service or U.S.

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mail and shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, upon receipt of electronic mail or sent by fax or on the date four Business Days after dispatch by certified or registered mail if mailed, in each case, delivered, sent or mailed (properly addressed) to such party.  For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.9Further Assurances.  Each of the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, Holdings, the Borrower and each Grantor, agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First-Lien Collateral Agent or the Second-Lien Collateral Agent may reasonably request to effectuate the lien priorities contemplated by this Agreement.  Each Second-Lien Creditor, by its acceptance of the benefits of the Second-Lien Credit Documents, agrees to be bound by the agreements herein made by it and the Second-Lien Collateral Agent, on its behalf.

8.10APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

8.11Binding on Successors and Assigns.  This Agreement shall be binding upon First-Lien Collateral Agent, the other First-Lien Creditors, the Second-Lien Collateral Agent, the other Second-Lien Creditors and their respective successors and assigns.

8.12Specific Performance. Each of the First-Lien Collateral Agent and the Second-Lien Collateral Agent may demand specific performance of this Agreement.  Each of the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First-Lien Collateral Agent or the Second-Lien Collateral Agent, as the case may be.

8.13Headings.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.14Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy or by electronic mail (by .pdf or .tif file) shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

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8.15Authorization.  By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each Second-Lien Creditor, by its acceptance of the benefits of the Second-Lien Credit Documents, agrees to be bound by the agreements made herein.

8.16No Third Party Beneficiaries; Effect of Agreement.  This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First-Lien Creditors and the Second-Lien Creditors.  No other Person shall have or be entitled to assert rights or benefits hereunder.  Nothing in this Agreement shall impair, as between each of the Grantors and the First-Lien Collateral Agent and the First-Lien Creditors, on the one hand, and each of the Grantors and the Second-Lien Collateral and the Second-Lien Creditors, on the other hand, the obligations of each Grantor to pay principal, interest, fees and other amounts as provided in the First-Lien Documents and the Second-Lien Credit Documents, respectively.

8.17Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Lien Creditors on the one hand and the Second-Lien Creditors on the other hand.  None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder.  Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First-Lien Obligations and the Second-Lien Obligations as and when the same shall become due and payable in accordance with their terms.  This Agreement is one of lien subordination only; and not of payment subordination.

8.18Grantors; Additional Grantors.  Each Grantor executing an acknowledgement to this Agreement hereby covenants and agrees to cause each Subsidiary of Holdings which becomes a Subsidiary Guarantor after the date hereof to contemporaneously execute and deliver to the First-Lien Collateral Agent an acknowledgement of the provisions of Sections 2.1, 2.3, 2.4, 5.3(a), 8.5, 8.9, 8.17 and this Section 8.18, in form and substance reasonably satisfactory to the First-Lien Collateral Agent.  The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person which becomes a Subsidiary Guarantor at any time (and any security granted by any such Person) shall be subject to the provisions of Sections 2.1, 2.3, 2.4, 5.3(a), 8.5, 8.9, 8.17 and this Section 8.18, as fully as if the same had complied with the requirements of the immediately preceding sentence.

8.192009 Intercreditor Agreement.The parties hereto acknowledge and agree that (a) this Agreement replaces and supersedes in its entirety that certain Intercreditor Agreement, dated as of July 28, 2009, by and among DBNY, as collateral agent under the First-Lien Credit Documents, and in its capacity as collateral agent under the Second-Lien Credit Documents (as defined therein) (the “2009 Intercreditor Agreement”), and (b) as of the date hereof, the 2009 Intercreditor Agreement shall be terminated and shall have no further effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

	First-Lien Collateral Agent
Notice Address:	DEUTSCHE BANK AG NEW YORK BRANCH,
	in its capacity as First-Lien Collateral Agent
60 Wall Street
New York, NY 10005	By:	/s/ Omayra Laucella
Telephone: (212) 250-8341		Name:	Omayra Laucella
Telecopier: (212) 797-5690		Title:	Vice President
Attention: Michael Winters
	By:	/s/ Dusan Lazarov
		Name:	Dusan Lazarov
		Title:	Director
	Second-Lien Collateral Agent
Notice Address:	DEUTSCHE BANK AG NEW YORK BRANCH,
	in its capacity as Second-Lien Collateral Agent
60 Wall Street
New York, NY 10005	By:	/s/ Omayra Laucella
Telephone: (212) 250-8341		Name:	Omayra Laucella
Telecopier: (212) 797-5690		Title:	Vice President
Attention: Michael Winters
	By:	/s/ Dusan Lazarov
		Name:	Dusan Lazarov
		Title:	Director

Signature page to Nuveen Intercreditor Agreement (2012)

Solely for the purposes of acknowledging the agreements of the Agents set forth in Sections 2.1, 2.3, 2.4, 5.3(a), 8.5, 8.9, 8.17 and 8.18 of this Agreement:

Notice Address:	WINDY CITY INVESTMENTS, INC.
333 W. Wacker Drive	By:		/s/ John MacCarthy
Chicago, IL 60606			Name:		John MacCarthy
Attention: General Counsel & Principal Financial Officer			Title:		Secretary
Telephone: (312) 917-7700
Telecopier: (312) 917-7952
Notice Address:	NUVEEN INVESTMENTS, INC. f/k/a WINDY CITY ACQUISITION CORP.
333 W. Wacker Drive
Chicago, IL 60606
Attention: General Counsel & Principal Financial Officer	By:	/s/ John MacCarthy
Telephone: (312) 917-7700		Name:		John MacCarthy
Telecopier: (312) 917-7952		Title:		Secretary

Signature page to Nuveen Intercreditor Agreement (2012)

EX-10.4

Exhibit 10.4

NUVEEN INVESTMENTS

2013 MUTUAL FUND INCENTIVE PLAN

Nuveen Investments, Inc. (the “Company”) hereby establishes the Nuveen Investments 2013 Mutual Fund Incentive Plan for the benefit of eligible Participants (as hereinafter defined) for the purposes hereinafter set forth.

ARTICLE I
DEFINITIONS

Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word is capitalized:

“Affiliate” shall mean any corporation that is a parent or subsidiary corporation (as Code Sections 424(e) and (f) define those terms) with respect to the Company, and any Nuveen Subsidiary.

“Account” shall mean an account established for each Participant under the Plan in accordance with Section 4.1, adjusted for earnings and losses.

“Award” shall mean an amount allocated to the Account of a Participant by the Company, which amount is determined by the Company in its sole discretion.  Each Award shall be evidenced by and set forth on an Award Notice distributed to the Participant.

“Award Notice” shall mean the notice distributed by the Company to each Participant, which notice sets forth a Participant’s Award and the terms of a Participant’s participation in the Plan.

“Beneficiary” shall mean (i) in the event of the Disability or incompetence of a Participant, the person or persons who shall have acquired on behalf of such Participant by legal proceeding or otherwise the right to receive the benefits specified under this Plan, or (ii) in the event of a Participant’s death, the person, persons, trust or trusts that the Participant has designated in his or her most recent written beneficiary designation filed with the Company in accordance with Section 10.2, to receive the benefits specified under this Plan, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

“Board” shall mean the board of directors of the Company.

“Cause” shall have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant.  If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define “Cause,” then “Cause” shall mean (i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or an Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or its representatives, which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties; (ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by the Participant with respect

thereto; (iv) to the extent applicable, a material breach by the Participant of the restrictive covenants included in the Participant’s employment agreement; or (iv) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure of the Participant’s Employer, that is materially and demonstrably injurious to the Company or an Affiliate.  For purposes of this provision, no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s act or omission was in the best interests of the Company.  Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean Nuveen Investments, Inc., and its successors.

“Disability” shall have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant.  If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define “Disability,” then “Disability” shall mean the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Participant’s duties and obligations to the Company or any of its Affiliates or, if applicable based on the Participant’s position, to participate effectively and actively in the management of the Company or any of its Affiliates for a period of at least ninety (90) consecutive days or for shorter periods aggregating at least one hundred and twenty (120) days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board.  A Disability shall be deemed to have occurred on the date that either the Participant or the Participant’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

“Effective Date” shall mean March 15, 2013.

“Employer” shall mean the Company with respect to its employees and each Affiliate or Nuveen Subsidiary with respect to its employees.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

“Investment Fund” shall mean a registered investment company, as defined in the Investment Company Act, which is sponsored by the Company or a Nuveen Subsidiary and is designated by the Company as an investment option under Section 4.2 of the Plan.

“Nuveen Subsidiary” shall mean any corporation, limited liability company, or other entity, of which fifty percent (50%) or more of the normal voting power for the election of directors or other managers is owned, directly or indirectly, by the Company.

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“Participant” shall mean each employee who is selected by the Company for participation in the Plan.

“Plan” shall mean this Nuveen Investments 2013 Mutual Fund Incentive Plan.

“Service” means the provision of services to the Company or its Affiliates in the capacity of an employee.

“Termination of Service” shall mean a cessation of the employee-employer relationship between a Participant and an Employer (other than by reason of transfer of the employee to another Employer), or the consummation of a transaction whereby a Participant’s Employer (other than the Company) ceases to be an Affiliate.

“Vesting Date” shall mean the date or dates specified in Section 5.1.

ARTICLE II
ESTABLISHMENT, PURPOSE AND DURATION OF THE PLAN

2.1Purpose.  The purposes of the Plan are to enable the Company and certain Affiliates (including a Nuveen Subsidiary) to attract and retain exceptionally qualified employees upon whom the sustained growth and profitability of the Company and certain Affiliates (including a Nuveen Subsidiary) will depend in large measure, and to provide added incentive for such individuals to enhance the value of the Company and its Affiliates.

2.2Effective Date and Duration of the Plan.  The Plan shall commence on the Effective Date, as described in Article I, and shall terminate as soon as administratively practicable following the final Vesting Date.  Notwithstanding the foregoing, the Company may terminate the Plan at any time in accordance with Article VIII.

ARTICLE III
ADMINISTRATION

3.1In General.  The Company shall administer the Plan.  The Company may: (i) delegate any of its authority with respect to the Plan to any one or more of its officers or employees; and (ii) authorize any one or more of the Company’s officers or employees to execute and deliver documents on behalf of the Company.  No officer or employee of the Company or any other delegatee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder.

3.2Authority of the Company.  Subject to the express provisions of the Plan, the Company alone (and not any delegatee of the Company) shall have the authority to designate individuals for participation in the Plan and determine and modify the terms and conditions of each Participant’s participation (which need not be identical), provided, however, that no such determination or modification shall be to the detriment of a Participant with respect to any existing Account without the affected Participant’s written consent.  Subject only to compliance with the express provisions of the Plan, the Company may act in its sole and absolute discretion in performing the duties specifically set forth in the preceding sentence and other duties under the Plan.

The duties of the Company or its delegatee shall also include, but shall not be limited to, making distributions of Accounts, creating trusts, and determining whether to accelerate the vesting

3

of, or the lapsing of restrictions or risk of forfeiture with respect to Accounts.  Subject only to compliance with the express provisions of the Plan, the Company or its delegatee may act in its sole and absolute discretion in performing the duties specifically set forth in the preceding sentence and other duties under the Plan.

3.3Company’s Decisions Binding.  Subject to Section 3.1 above and the express provisions of the Plan, the Company or its delegatee shall have the authority to construe and interpret the Plan, any Award Notice, and any other documents evidencing Accounts, to define the terms used in the Plan, any Award Notice, and any other documents evidencing Accounts, to prescribe, amend and rescind rules and regulations relating to administration of the Plan and to make all other determinations necessary or advisable for the administration of the Plan.  The determinations of the Company or its delegatee on the foregoing matters shall be conclusive and binding on all parties.

ARTICLE IV
PARTICIPATION

4.1Participation. On the Effective Date, each Participant’s Account shall be credited with an Award.  On or around the Effective Date, the Company shall distribute an Award Notice to each Participant setting forth the terms of a Participant’s Award and participation in the Plan.

4.2Investment Funds.  Each Participant’s Account shall be invested in the Investment Fund(s) designated by the Company.  In its sole discretion, the Company may permit a Participant to elect certain Investment Fund(s) for investment of his or her Account, from a selection of Investment Fund(s) designated by the Company, pursuant to a form provided by the Company to the Participant that is properly completed and returned to the Company.  Investment of a Participant’s Account shall be implemented as soon as administratively practicable following the establishment of the Participant’s Account and, to the extent applicable, the Company’s timely receipt of the Participant’s investment elections.

ARTICLE V
VESTING

5.1Vesting.  A Participant’s Account shall vest on the Vesting Date or Vesting Dates set forth in the Participant’s Award Notice, according to the vesting schedule provided in the Participant’s Award Notice.

5.2Termination of Service.

(a)If a Participant experiences a Termination of Service due to the Participant’s death or Disability, or by the Company without Cause, the unvested portion of a Participant’s Account shall immediately vest one hundred percent (100%).

(b)If a Participant experiences a Termination of Service before any Vesting Date for any reason other than as described in subsection 5.2(a), the Participant shall immediately forfeit that portion of his or her Account that is unvested as of such date.

5.3Funded Accounts.  Participants’ Accounts shall be funded through an irrevocable nonexempt employees’ trust that is intended to be a taxable trust pursuant to Sections 641 et seq. of

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the Code (and not intended to be a “grantor trust” pursuant to Sections 671 through 679 of the Code) and, to the extent applicable, comply with Revenue Ruling 2007-48.

ARTICLE VI
DISTRIBUTIONS

6.1Distributions.  As soon as administratively practicable, but in no event later than sixty (60) days, following the applicable Vesting Date, the Participant will receive a distribution of the portion of the Participant’s Account that vested on such date, payable in Investment Fund shares. Notwithstanding the foregoing, the Company may, in its sole discretion, elect to distribute all or any portion of a Participant’s Account in cash.

6.2Code Section 409A.  Notwithstanding anything in the Plan, any Award Notice, or any other document evidencing an Account to the contrary, all distributions and payments to Participants under the Plan shall be structured so as to be exempt from or otherwise comply with Section 409A of the Code and the interpretative guidance thereunder, including the exception for short-term deferrals.

ARTICLE VII
RESTRICTIVE COVENANTS

Notwithstanding any other provision of this Plan to the contrary, if a Participant breaches any non-compete, non-solicitation, non-disclosure or other provisions of an employment, consulting, or other written agreement between an Employer and the Participant, whether during or after Termination of Service, in addition to any other penalties or restrictions that may apply under such agreement, state law, or otherwise, the Participant will forfeit any portion of his or her Account, whether vested or unvested, that has not yet been distributed.

ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN AND ACCOUNTS

Notwithstanding anything herein to the contrary, the Company may, at any time and from time to time, terminate or suspend the Plan or amend or modify any of its provisions and the terms and provisions of any Participant’s Account that has not yet been distributed; and provided, further, that, without the consent of an affected Participant, no termination, suspension, amendment, or modification of the Plan or any outstanding Account may impair the rights of such Participant under this Plan or an Account.

ARTICLE IX
RESTRICTIONS ON TRANSFERABILITY

Except as otherwise provided by the Company, no Account may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Code Section 414(p)).  All rights with respect to an Account will be available during the Participant’s lifetime only to the Participant or his or her guardian or legal representative.  The Company may, in its discretion, require a Participant’s guardian or legal representative to supply it with the evidence the Company deems necessary to establish the authority of the guardian or legal representative to act on behalf of the Participant.

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ARTICLE X
OTHER PROVISIONS

10.1Participation Subject to Applicable Laws.  The participation of Participants hereunder shall be subject to all applicable rules and regulations of governmental authorities.  If at any time the Company determines, in its discretion, that the listing, registration or qualification of the shares held in an Account upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the establishment of such Account or the purchase of shares thereunder, the Company’s obligation to deliver shares shall be conditioned upon such listing, registration, qualification, consent or approval, which shall have been effected or obtained free of any conditions not acceptable to the Company.

10.2Beneficiary Designation.  Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case the Participant should die before receiving any or all of his or her Plan benefits.  Each beneficiary designation will revoke all prior designations by the same Participant, must be in a form prescribed by the Company, and must be made during the Participant’s lifetime.  If the Participant’s designated beneficiary predeceases the Participant or no beneficiary has been designated, benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate.

10.3Rights of Participants and Beneficiaries.

(a)Nothing contained in the Plan (or in any documents evidencing an Account) shall confer upon any Participant any right to continue in the Service or employ of his or her Employer or constitute any contract or agreement of employment or Service, or interfere in any way with the right of such Employer to reduce such Participant’s compensation from the rate in effect at the time of enrollment in the Plan or to terminate such Participant’s employment or Service with or without cause, but nothing contained herein or in any document evidencing an Account shall affect any other contractual rights of a Participant.  No employee shall have any claim to be allowed to participate under the Plan, and there is no obligation for uniformity of treatment of Participants.

(b)All distributions of Accounts shall be made hereunder only to the Participant or his or her Beneficiary entitled thereto pursuant to the Plan.  Neither the Company nor any Affiliate shall be liable for the debts, contracts, or engagements of any Participant or his or her Beneficiary, and rights relating to Accounts under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of an Employer; nor shall any Participant or his or her Beneficiary have any right to assign, pledge or hypothecate any benefits or rights hereunder.

10.4Governing Law.  To the extent not preempted by federal law, this Plan, any Award Notice, and any other documents evidencing Accounts or rights relating to Accounts shall be construed, administered and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles.  If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

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10.5Withholding.  The trustee of the trust described in Section 5.3 shall have the right to deduct any sums that federal, state, local or foreign tax laws may require to be withheld with respect to Accounts, distribution of Accounts, and the payment of dividends and interest with respect to Accounts.

Upon the vesting of a Participant’s Account, the trustee of the trust described in Section 5.3 will withhold the minimum portion of the Account necessary to satisfy its tax withholding obligation.  Subject to the rules and regulations of the Company, this authority shall permit (but shall not obligate) the Company or trustee to withhold and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, including tax obligations in excess of mandatory withholding requirements (but not in excess of the maximum marginal tax rate).  The Company may also require, as a condition to issuing or delivering Investment Fund shares or to payment of dividends or interest with respect to Accounts, that the Participant pay to the Company or trustee any sums that may be required to satisfy any applicable withholding tax, and unless otherwise determined by the Company, the minimum withholding requirement may be settled with Investment Fund shares that give rise to the withholding requirement, in accordance with procedures established by the Company.  The Company shall not have an obligation to advise any Participant of the existence of any tax or the amount that the Company or trustee will be required to withhold.

10.6Participation by Foreign Nationals and Employees Outside the United States.  To the extent the Company deems it necessary, appropriate or desirable to comply with foreign law of practice and to further the purposes of this Plan, the Company may, without amending the Plan, establish rules applicable to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan.

10.7Notice.  Any notice or other communication required or permitted under the Plan must be in writing and shall be deemed received when (a) delivered personally, (b) sent by electronic mail, (c) if mailed, three (3) days after the date of deposit in the United States mail, or (d) if sent by overnight courier, on the regular business day following the date sent.  Notice to the Company, if mailed or delivered personally, should be sent to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, IL 60606, Attention: Robert Luse.  Notice to the Participant should be sent to the mailing address or electronic mail address set forth on the Company’s records.  Either party may change the address to whom the other party must give notice under this Section by giving the other party written notice of such change, in accordance with the procedures described above.

10.8Indemnification.  Any individual or individuals to whom the Company has delegated authority under Article III of the Plan will be indemnified and held harmless by the Company from and against any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or as a result of any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken, or failure to act, under the Plan.  Each such person will also be indemnified and held harmless by the Company from and against any and all amounts paid by him or her in a settlement approved by the Company, or paid by him or her in satisfaction of any judgment, of or in a claim, action, suit or proceeding against him or her and described in the previous sentence, so long as he or she gives the Company an opportunity, at its own expense, to handle and defend the claim, action, suit or proceeding before he or she undertakes to handle and defend it.  The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which a person who is or has been a member of the Company may be entitled under the Company’s Charter or By-Laws, as a matter of law, or

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otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.

10.9Legal Construction.

(a)Except where otherwise indicated by the context, any plural term used in this Plan includes the singular and a singular term includes the plural.

(b)Headings of articles and sections herein are included solely for convenience of reference and are not to be used in the interpretation of the provisions of the Plan.

(c)The establishment of Accounts and the purchase and/or distribution of Investment Fund shares under the Plan will be subject to all applicable laws, rules, and regulations, and to any approvals by governmental agencies or national securities exchanges as may be required.

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EX-10.5

Exhibit 10.5

NUVEEN INVESTMENTS, INC.

FORM OF DEFERRED UNIT ISSUANCE AGREEMENT

This Deferred Unit Issuance Agreement (this “Agreement”) is made as of           , 20     (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”).  Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.

WHEREAS, the Company desires to grant the Employee the right to receive the number of deferred Class A Units indicated on the signature page to this Agreement as an incentive to remain with the Company (the “Deferred Units”);

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, the Company and the Employee hereby agree as follows:

1.Grant of Deferred Units.  Subject to the terms of this Agreement, the Company hereby grants, effective as of the date hereof, to the Employee the number of Deferred Units indicated on the signature page to this Agreement, each of which represents the right to receive, subject to the terms of this Agreement, one Class A Unit with a Liquidation Value and all other terms and conditions equivalent to all then outstanding Class A Units.

2.Accounts

(a)Employee Accounts.  The Company will establish a separate notional account (the “Deferred Unit Account”) for the Employee and will record in such account the aggregate number of Deferred Units granted to the Employee under this Agreement, the vesting of any Deferred Units, and any distributions made with respect to such Deferred Units as provided in Section 4.

(b)Corporate Adjustments.

(i)In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder.  Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee with any rights to an adjustment in respect of the

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Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.

(ii)If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.

(iii)Upon receipt by the Employee of any such substitute awards (or payment) as a result of any such Company Event, the Employee’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Employee.

3.Vesting.

(a)General.  Each of the Deferred Units issued hereunder shall be subject to vesting as set forth in Exhibit A.  Deferred Units which have become vested pursuant to this Section 3 are referred to herein as “Vested Deferred Units,” and Deferred Units that have not become Vested Deferred Units are referred to herein as “Unvested Deferred Units.”

(b)Cancellation of Deferred Units.  If Employee’s Engagement terminates for any reason, after giving effect to any acceleration of vesting caused by or resulting from such termination, all Unvested Deferred Units of such Employee shall be automatically cancelled on the date of termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Unvested Deferred Units.

4.Cash Distribution Rights.  The Employee shall be entitled to receive all cash distributions paid with respect to each Class A Unit credited to his or her Deferred Unit Account, provided that any such distribution credited to the Employee’s Deferred Unit Account by the Company on behalf of the Employee shall be paid (by the Company or by Windy Holdings) only at the time the underlying Deferred Unit is settled pursuant to Section 5 and only if such Deferred Unit is a Vested Deferred Unit on the Settlement Date (as defined below).  Any such cash distributions shall be notionally invested in accounts or other programs to be offered by the Board at its reasonable discretion.  For the sake of clarity, the Employee shall forfeit any distributions related to Unvested Deferred Units upon any forfeiture of such Unvested Deferred Unit.

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5.Settlement

(a)General.  The Employee will receive a distribution of the amounts credited to the Employee’s Deferred Unit Account, including all distributions credited to the Employee’s Deferred Unit Account pursuant to Section 4 with respect to such Deferred Units, as provided in Exhibit A.  The date of such distribution is referred to collectively herein as the “Settlement Date.”

(b)On or before any Settlement Date, the Employee shall become a party to the LLC Agreement, the Registration Agreement, and a Unitholders Agreement, as may be amended from time to time and in form and substance reasonably consistent with such agreements in effect as of the date hereof and with any generally applicable amendments thereto, unless the Employee is already a party to such agreements (collectively, the “Unit Acquisition Agreements”) and as a condition to the grant of the Deferred Units hereunder, Employee hereby agrees to execute a joinder to any of the Unit Acquisition Agreements to which the Employee is not already a party, with such joinder to be effective on any Settlement Date to the extent required.  Except as set forth herein, all distributions hereunder shall be made in kind with respect to securities and other property credited to an Employee’s Deferred Unit Account.

(c)Cash in Lieu of Property.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account in respect of all or a portion of the Deferred Units, the Company may deliver to the Employee an amount of cash equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property.

(d)Settlement in Stock of Windy Holdings.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account (other than cash distributions pursuant to Section 4) in respect of all or a portion of the Vested Deferred Units, the Company or Windy Holdings may deliver shares of stock of Windy Holdings having a Fair Market Value equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property as of the date that such shares, securities or property would otherwise be delivered.  If a distribution is made in the form of stock of Windy Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to exchange such Windy Holdings stock (or replacement equity) after the distribution for Units or nonvoting equity interests of Holdings (or replacement equity) for an amount of Class A Units (or replacement equity) with a Liquidation Value equal to the Fair Market Value of Windy Holdings Stock (or replacement equity) so exchanged.

(e)Withholding.  Except as provided in Section 5(f), Employee shall be required to remit in cash to the Company all required withholding amounts associated with settlement of the Deferred Units, as determined by the Company in its reasonable discretion.  Subject to applicable law, Employee agrees that the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Employee, including salary or bonus payments.

(f)Notwithstanding Section 5(e) and subject to the procedures specified by the Company from time to time, the Employee shall satisfy the tax withholding obligations in connection with a Deferred Unit or the settlement thereof by having the Company withhold Class

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A Units or other securities or property credited to the Employee’s Deferred Unit Account otherwise deliverable pursuant to Section 5 with a fair market value equal to the Company’s minimum statutory withholding requirements; provided that this Section 5(f) shall not apply if, and to the extent that, the Board determines that its application poses a material risk of jeopardizing the Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to satisfy its then existing or anticipated capital requirements or compliance with applicable covenants in its credit or finance agreements.

6.Administration.

(a)Authority of the Board.  The Board shall have all powers and discretion necessary or appropriate to administer this Agreement and to control its operation, including, but not limited to, the power to (i) interpret and construe this Agreement, (ii) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of this Agreement, (iii) interpret, amend or revoke any such procedures or rules, (iv) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in this Agreement, (v) determine which Unit Acquisition Agreements must be executed in connection with the Agreement and the timing for the required execution of a Unit Acquisition Agreement, and (vi) make all other decisions and determinations that may be required pursuant to this Agreement or as the Board deems necessary or advisable to administer this Agreement provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(b)Actions of the Board.  The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement.  The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(c)Delegation by the Board.  The Board in its sole discretion and on such terms and conditions as it may provide in accordance with the LLC Agreement may delegate all or any part of its authority and powers under this Agreement in accordance with the terms and conditions of the LLC Agreement.

7.Confidentiality.  Other than as appropriate to the implementation of duties in the ordinary course of Employee’s employment by the Company or its Subsidiaries, and except as specifically authorized by the Board or Employee’s direct supervisor, Employee shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its Subsidiaries, or (ii) other technical, business, proprietary or financial information of the Company or of any of its Subsidiaries not available to the public generally or to Competitors (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission by Employee or (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Employee gives prompt notice of such requirement to the Company to

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enable the Company to seek an appropriate protective order.  For the avoidance of doubt, “Confidential Information” shall include the terms and provisions of this Agreement, the LLC Agreement, any Unit Acquisition Agreement, and the Unitholders Agreement, except as required by law or the rules of any national securities exchange or as disclosed to Employee’s advisors on a need-to-know basis under instructions to maintain the confidentiality hereof.  Promptly following the termination of Employee’s Engagement, Employee shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which Employee may then possess or have under his/her control (together with all copies thereof).

8.Employee’s Representations and Warranties.  In connection with the grant of the Deferred Units and the settlement of Deferred Units hereunder, Employee hereby represents and warrants to the Company that:

(a)Employee’s Investment Representations.  Employee is acquiring the Deferred Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws.  Employee acknowledges that the Deferred Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Deferred Units will be issued to Employee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Employee’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict.  The execution, delivery and performance by Employee of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Employee or (ii) any contract to which Employee is a party or by which Employee or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Employee.

(i)Employee is an officer or employee of the Company or one of its Subsidiaries;

(ii)Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company, including any Unit Acquisition Agreements, as Employee may have requested in making his, her or its decision to invest in the Deferred Units being issued hereunder;

(iii)Employee acknowledges that the Class A Units that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the Unit Acquisition Agreements;

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(iv)Employee will not sell or otherwise transfer the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of the Class A Units that may be issued upon settlement of any Deferred Units by Employee or subsequent holders of the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement;

(v)Employee acknowledges that any certificate representing the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determines are necessary or advisable regarding any restrictions contained in this Agreement, the Unit Acquisition Agreements or any other agreement with respect to which Employee is a party or is bound;

(vi)Employee has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the Unit Acquisitions Agreements and all other agreements contemplated hereby and thereby to which Employee is a party have been duly authorized by Employee;

(vii)Employee has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Employee to acquire the Deferred Units pursuant to this Agreement has been made by Employee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a Unitholder of the Company; and

(viii)Employee is not acquiring the Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Employee in connection with investments in securities generally.

(d)Additional Acknowledgements.  As an inducement to the Company to issue the Deferred Units to Employee and as a condition thereto, Employee hereby acknowledges and agrees that:

(i)Neither the issuance of the Deferred Units to Employee nor any provision contained in this Agreement or the Unit Acquisition Agreements shall entitle Employee to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Employee’s employment at any time; and

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(ii)Except as expressly set forth in the Unit Acquisition Agreements or as required by applicable law, the Company shall have no duty or obligation to disclose to Employee, and Employee shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.

9.Compensatory Arrangements; Securities Laws Exemption.  The Company and Employee hereby acknowledge and agree that this Agreement has been executed and delivered, and the Deferred Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Employee.  Each of the Deferred Units granted hereunder is intended to qualify for one or more exemptions from the registration requirements under the Securities Act, (including, pursuant to Rule 701) and under similar exemptions under applicable state securities laws (collectively, the “Exemptions”).  In the event that any provision of this Agreement would cause the Deferred Units granted hereunder to not qualify for any of the Exemptions or any other applicable exemption from registration under the Securities Act, Employee and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Deferred Units to qualify for any of the Exemptions.

10.Definitions.

(a)For purposes of this Agreement, including the exhibits hereto, terms defined elsewhere in this Agreement shall have the meanings set forth herein, and the following terms have the meanings set forth below:

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of Holdings.

“Cause” shall have the meaning provided in the Employee’s employment agreement, provided that if no such agreement exists, “Cause” shall mean: (i) the willful and continued failure of Employee to perform substantially Employee’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Employee by the Board or its representatives, which specifically identifies the manner in which the Board believes that Employee has not substantially performed Employee’s duties;  (ii) the willful engaging by Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by Employee with respect thereto; (iv) a material breach by Employee of the restrictive covenants included in Section 7; or (v) a willful or reckless violation of a material regulatory requirement, or of any material written Company policy or procedure, that is materially and demonstrably injurious to the Company.  For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s act or omission was in the best interests of the Company.  Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be

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conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Engaged” as to an Employee means (i) employed by the Company or any of its Subsidiaries, (ii) serving as a manager or director of the Company or its Subsidiaries or (iii) at the discretion of the Board, providing services to the Company or any of its Subsidiaries as an advisor or consultant as contemplated by or described in Rule 701.

“Engagement” means the status of being Engaged.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Holdings” means Windy City Investments Holdings, L.L.C., a Delaware limited liability company.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Employee, any property or his assets.

“Liquidation Value” has the meaning given such term in the LLC Agreement.

“LLC Agreement” means Holding’s Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Permitted Transferee” has the meaning given such term in the LLC Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute, and any rules or regulations promulgated thereunder.

“Separation from Service” means a “separation from service” under Code § 409A(a)(2)(A)(i) and the regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

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“Unitholders Agreement” means that certain Unitholders Agreement, as amended from time to time, executed in connection with the grant of the Deferred Unit hereunder.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

11.Notices.  Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.
333 West Wacker Drive
33rd Floor
Chicago, IL  60606
Facsimile: (312) 917-7952
Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners
Three First National Plaza
38th Floor
Chicago, Illinois  60602
Facsimile:  (312) 895-1056
Telephone:  (312) 895-1000
Attention:  General Counsel

And

Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Facsimile:  (312) 862-2200
Telephone: (312) 862-2000
Electronic mail:  richard.porter@kirkland.com
Attention:  Richard W. Porter, P.C.
Scott D. Price

Notices to Employee:

At the Employee’s address provided on the signature page hereto.

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with copies to (which shall not constitute notice):

McDermott Will & Emery LLP
227 West Monroe Street, Suite 4400
Chicago, IL  60606
Facsimile: (312) 984-7700
Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com
Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

12.General Provisions

(a)No Rights as Unitholder.  Except to the limited extent provided in Section 4, no Employee (nor any beneficiary) shall have any of the rights or privileges of a unitholder or member of Holdings with respect to any Deferred Units (or settlement thereof), unless and until certificates representing Class A Units in settlement of Deferred Units shall have been issued and recorded on the records of Holdings or its transfer agents or registrars.

(b)No Corporate Action Restriction.  The existence of this Agreement and/or the Deferred Units granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the unitholders or shareholders of Holdings or the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in Holdings’ or the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Holdings, Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of Holdings, the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other similar act or proceeding by Holdings, the Company or any Subsidiary or Affiliate.  No Employee, beneficiary or any other person claiming through the Employee shall have any claim against the Board, Holdings, the Company or any Subsidiary or Affiliate, or any employees, officers, unitholders, shareholders or agents of Holdings, the Company or any Subsidiary or Affiliate, solely as a result of any such action.

(c)Restrictions on Transfers; Transfers in Violation of Agreement.  The Deferred Units are not transferable, in whole or in part, and they may not, directly or indirectly, be Transferred or otherwise disposed of or encumbered (including, but not limited to, by gift or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death.  Any Transfer or attempted Transfer of any Deferred

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Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported Transferee of such Deferred Units as the owner of such Deferred Units for any purpose.

(d)Irrevocability: Binding Effect on Successors and Assigns.  Employee hereby acknowledges and agrees that, except as provided under applicable federal. state, or foreign securities laws, that Employee is not entitled to cancel, terminate or revoke this Agreement or any Unit Acquisition Agreement and such agreements shall survive the death or disability of Employee and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.  If Employee is more than one person, the obligations of Employee hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Deferred Units, if any).  The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(e)Survival of Covenants, Representations and Warranties.  All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the Unit Acquisition Agreements and the consummation of the transactions contemplated hereby and thereby.

(f)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g)Complete Agreement.  This Agreement and the Unit Acquisition Agreements (including, for the avoidance of doubt, those Unit Acquisition Agreements previously executed by the Employee and applicable to the Deferred Units granted hereunder) and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h)Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i)Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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(j)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person.  The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(k)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(l)WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(m)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(n)Amendment and Waiver.  Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Employee and the Board (on behalf of the Company and the Investor Members); provided that any provision of this Agreement may be amended with the approval of the Employees holding a majority of the outstanding Deferred Units to the extent that the such amendment does not disproportionately and adversely affect the rights of an Employee (or group of Employees) as compared to other Employees (or group of Employees).

(o)Community Property.  If, as of the date hereof, Employee is lawfully married and Employee’s address or the permanent residence of Employee’s spouse is located in a community property jurisdiction, Employee’s spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit B attached hereto.

(p)Third-Party Beneficiary.  The Company and Employee acknowledge that each Investor Member is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

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(q)Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*     *     *    *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit Issuance Agreement on the date first written above.

NUVEEN INVESTMENTS, INC.

By:

Name:

Its:

[Employee] [Print Name]

[Signature]

[Address]

[State of Residence]

The number of Deferred Units hereby granted under this Agreement to [Employee] is [X].

Signature Page to Deferred Unit Issuance Agreement

EXHIBIT A

Vesting Conditions and Settlement

1.Time Vesting.  The Deferred Units shall vest and become Vested Deferred Units as follows:      % of the Deferred Units shall become Vested Deferred Units on each of [vesting dates] if, and only if, the Employee is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies) Engaged from the Grant Date through and including the applicable vesting date.

2.Accelerated Vesting upon Death or Disability.  All Unvested Deferred Units shall immediately vest and become Vested Deferred Units in the event that the Employee ceases to be employed by, or to provide services to, the Company or any of its Subsidiaries due to the Employee’s death or Disability.  “Disability” means Employee’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Employee’s duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Employee’s position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board or the Compensation Committee of the Board (the “Compensation Committee”).  A Disability shall be deemed to have occurred on the date that either Employee or Employee’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

3.Accelerated Vesting.

(a)If a Sale of the Firm occurs, then 80% of the aggregate Deferred Units (including Deferred Units that are, immediately prior to the Sale of the Firm, Vested Deferred Units) shall be Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of such Deferred Units (or, if more than 80% of the Deferred Units are already Vested Deferred Units prior to a Sale of the Firm, then all remaining Unvested Deferred Units) shall vest upon the first anniversary of the consummation of the Sale of the Firm, if Employee either remains Engaged until such date or, if not so Engaged, Employee’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Employee.  “Sale of the Firm” means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP

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Liquidity Event”) on a non-pro rata basis.  Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction (a “Contribution Transaction”) in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction.  If Employee’s Engagement is terminated by the Company without Cause, or by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) during the 12 months following the consummation of a Contribution Transaction, then all Deferred Units of Employee shall be Vested Deferred Units upon termination of Employee’s Engagement.

(b)In no event shall vesting accelerate with respect to any Unvested Deferred Units solely in connection with a Public Offering that causes a ‘40 Act Change of Control, provided, however, that such Public Offering shall accelerate vesting if it also constitutes a Sale of the Firm as defined in paragraph (a) above.  A “‘40 Act Change of Control” shall be any transaction, involving a sale, merger or reorganization or other change in ownership, resulting in an actual or deemed assignment of investment advisory contracts under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

4.Settlement.  The Deferred Units shall be settled as follows:

(a)Subject to earlier settlement pursuant to Sections 4(b), (c), or (d) of Exhibit A below, the Vested Deferred Units shall be settled as follows:

(i)The lesser of (i)      % of the aggregate Deferred Units and (ii)      % of the Deferred Units that have become Vested Deferred Units on or prior to                , 20       shall be settled on                , 20     ;

(ii)The lesser of (i)     % of the aggregate Deferred Units and (ii)     % of the Deferred Units that have become Vested Deferred Units on or prior to              , 20      (less the Vested Deferred Units settled under (i) above) shall be settled on              , 20     ; and

(iii)The lesser of (i)       % of the aggregate Deferred Units and (ii)        % of the Deferred Units that have become Vested Deferred Units on or prior to                , 20       (less the Vested Deferred Units settled under (i) and (ii) above) shall be settled on              , 20      .

(b)In the event of Employee’s death, all Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Employee’s death.

(c)All Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Employee’s Separation from Service (or, if Code §409A(a)(2)(B)(i) applies to the Company and the Employee is a “specified employee” pursuant to such section, the date that is six months following such termination).

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(d)Upon a Sale of the Firm which also constitutes a change in control event within the meaning of Code Section 409A(a)(2)(A)(v) (the “409A Change in Control”), Vested Deferred Units shall be settled as follows:

(i)100% of the Vested Deferred Units shall be settled within 30 days of the 409A Change in Control, with the remaining Deferred Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 3(a) of Exhibit A.

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EXHIBIT B

SPOUSAL CONSENT

The undersigned spouse of Employee hereby acknowledges that I have read the foregoing Deferred Unit Issuance Agreement executed by Employee as of the date hereof and that I understand its contents.  I am aware that the foregoing Deferred Unit Issuance Agreement imposes restrictions on such securities (including, without limitation, restrictions on transfer).  I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:                        , 20
Spouse’s Name:
	Date:                        , 20
Witness’ Name:

Spousal Consent to Deferred Unit Issuance Agreement

EX-10.6

Exhibit 10.6

NUVEEN INVESTMENTS, INC.

FORM OF DEFERRED UNIT ISSUANCE AGREEMENT

This Deferred Unit Issuance Agreement (this “Agreement”) is made as of                , 20     (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”).  Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.

WHEREAS, the Company desires to grant the Employee the right to receive the number of deferred Class A Units indicated on the signature page to this Agreement as an incentive to remain with the Company (the “Deferred Units”);

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, the Company and the Employee hereby agree as follows:

1.Grant of Deferred Units.  Subject to the terms of this Agreement, the Company hereby grants, effective as of the date hereof, to the Employee the number of Deferred Units indicated on the signature page to this Agreement, each of which represents the right to receive, subject to the terms of this Agreement, one Class A Unit with a Liquidation Value and all other terms and conditions equivalent to all then outstanding Class A Units.

2.Accounts

(a)Employee Accounts.  The Company will establish a separate notional account (the “Deferred Unit Account”) for the Employee and will record in such account the aggregate number of Deferred Units granted to the Employee under this Agreement, the vesting of any Deferred Units, and any distributions made with respect to such Deferred Units as provided in Section 4.

(b)Corporate Adjustments.

(i)In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder.  Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee with any rights to an adjustment in respect of the

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Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.

(ii)If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.

(iii)Upon receipt by the Employee of any such substitute awards (or payment) as a result of any such Company Event, the Employee’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Employee.

3.Vesting.

(a)General.  Each of the Deferred Units issued hereunder shall be subject to vesting as set forth in Exhibit A; provided, however, that if the Company’s proposed acquisition of the long term assets of US Bancorp’s FAF Advisors is not consummated by March 31, 2011, effective as of such date, Section 3 of Exhibit A shall be deleted and automatically replaced with the “Vesting of Performance Vesting Units” provisions of Exhibit D.  Deferred Units which have become vested pursuant to this Section 3, including Exhibit A and Exhibit D, as applicable, are referred to herein as “Vested Deferred Units,” and Deferred Units that have not become Vested Deferred Units are referred to herein as “Unvested Deferred Units.”

(b)Cancellation of Deferred Units.  If Employee’s Engagement terminates for any reason, after giving effect to any acceleration of vesting caused by or resulting from such termination, all Unvested Deferred Units of such Employee shall be automatically cancelled on the date of termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Unvested Deferred Units.

4.Cash Distribution Rights.  The Employee shall be entitled to receive all cash distributions paid with respect to each Class A Unit credited to his or her Deferred Unit Account, provided that any such distribution credited to the Employee’s Deferred Unit Account by the Company on behalf of the Employee shall be paid (by the Company or by Windy Holdings) only at the time the underlying Deferred Unit is settled pursuant to Section 5 and only if such Deferred Unit is a Vested Deferred Unit on the Settlement Date (as defined below).  Any such cash distributions shall be notionally invested in accounts or other programs to be offered by the Board at its reasonable discretion.  For the sake of clarity, the Employee shall forfeit any

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distributions related to Unvested Deferred Units upon any forfeiture of such Unvested Deferred Unit.

5.Settlement

(a)General.  The Employee will receive a distribution of the amounts credited to the Employee’s Deferred Unit Account, including all distributions credited to the Employee’s Deferred Unit Account pursuant to Section 4 with respect to such Deferred Units, as provided in Exhibit A and Exhibit D, as applicable.  The date of such distribution is referred to collectively herein as the “Settlement Date.”

(b)On or before any Settlement Date, the Employee shall become a party to the LLC Agreement, the Registration Agreement, and a Unitholders Agreement, as may be amended from time to time and in form and substance reasonably consistent with such agreements in effect as of the date hereof and with any generally applicable amendments thereto, unless the Employee is already a party to such agreements (collectively, the “Unit Acquisition Agreements”) and as a condition to the grant of the Deferred Units hereunder, Employee hereby agrees to execute a joinder to any of the Unit Acquisition Agreements to which the Employee is not already a party, with such joinder to be effective on any Settlement Date to the extent required.  Except as set forth herein, all distributions hereunder shall be made in kind with respect to securities and other property credited to an Employee’s Deferred Unit Account.

(c)Cash in Lieu of Property.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account in respect of all or a portion of the Deferred Units, the Company may deliver to the Employee an amount of cash equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property.

(d)Settlement in Stock of Windy Holdings.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account (other than cash distributions pursuant to Section 4) in respect of all or a portion of the Vested Deferred Units, the Company or Windy Holdings may deliver shares of stock of Windy Holdings having a Fair Market Value equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property as of the date that such shares, securities or property would otherwise be delivered.  If a distribution is made in the form of stock of Windy Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to exchange such Windy Holdings stock (or replacement equity) after the distribution for Units or nonvoting equity interests of Holdings (or replacement equity) for an amount of Class A Units (or replacement equity) with a Liquidation Value equal to the Fair Market Value of Windy Holdings Stock (or replacement equity) so exchanged.

(e)Withholding.  Except as provided in Section 5(f), Employee shall be required to remit in cash to the Company all required withholding amounts associated with settlement of the Deferred Units, as determined by the Company in its reasonable discretion.  Subject to applicable law, Employee agrees that the Company may satisfy withholding

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obligations from any source of funds available to the Company and otherwise payable to Employee, including salary or bonus payments.

(f)Notwithstanding Section 5(e) and subject to the procedures specified by the Company from time to time, the Employee shall satisfy the tax withholding obligations in connection with a Deferred Unit or the settlement thereof by having the Company withhold Class A Units or other securities or property credited to the Employee’s Deferred Unit Account otherwise deliverable pursuant to Section 5 with a fair market value equal to the Company’s minimum statutory withholding requirements; provided that this Section 5(f) shall not apply if, and to the extent that, the Board determines that its application poses a material risk of jeopardizing the Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to satisfy its then existing or anticipated capital requirements or compliance with applicable covenants in its credit or finance agreements.

6.Administration.

(a)Authority of the Board.  The Board shall have all powers and discretion necessary or appropriate to administer this Agreement and to control its operation, including, but not limited to, the power to (i) interpret and construe this Agreement, (ii) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of this Agreement, (iii) interpret, amend or revoke any such procedures or rules, (iv) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in this Agreement, (v) determine which Unit Acquisition Agreements must be executed in connection with the Agreement and the timing for the required execution of a Unit Acquisition Agreement, and (vi) make all other decisions and determinations that may be required pursuant to this Agreement or as the Board deems necessary or advisable to administer this Agreement provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(b)Actions of the Board.  The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement.  The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(c)Delegation by the Board.  The Board in its sole discretion and on such terms and conditions as it may provide in accordance with the LLC Agreement may delegate all or any part of its authority and powers under this Agreement in accordance with the terms and conditions of the LLC Agreement.

7.Confidentiality.  Other than as appropriate to the implementation of duties in the ordinary course of Employee’s employment by the Company or its Subsidiaries, and except as specifically authorized by the Board or Employee’s direct supervisor, Employee shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its Subsidiaries, or (ii) other technical, business, proprietary or financial information of the Company or of any of its Subsidiaries not available to

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the public generally or to Competitors (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission by Employee or (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Employee gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order.  For the avoidance of doubt, “Confidential Information” shall include the terms and provisions of this Agreement, the LLC Agreement, any Unit Acquisition Agreement, and the Unitholders Agreement, except as required by law or the rules of any national securities exchange or as disclosed to Employee’s advisors on a need-to-know basis under instructions to maintain the confidentiality hereof.  Promptly following the termination of Employee’s Engagement, Employee shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which Employee may then possess or have under his/her control (together with all copies thereof).

8.Employee’s Representations and Warranties.  In connection with the grant of the Deferred Units and the settlement of Deferred Units hereunder, Employee hereby represents and warrants to the Company that:

(a)Employee’s Investment Representations.  Employee is acquiring the Deferred Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws.  Employee acknowledges that the Deferred Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Deferred Units will be issued to Employee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Employee’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict.  The execution, delivery and performance by Employee of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Employee or (ii) any contract to which Employee is a party or by which Employee or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Employee.

(i)Employee is an officer or employee of the Company or one of its Subsidiaries;

(ii)Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company, including any Unit Acquisition Agreements, as

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Employee may have requested in making his, her or its decision to invest in the Deferred Units being issued hereunder;

(iii)Employee acknowledges that the Class A Units that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the Unit Acquisition Agreements;

(iv)Employee will not sell or otherwise transfer the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of the Class A Units that may be issued upon settlement of any Deferred Units by Employee or subsequent holders of the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement;

(v)Employee acknowledges that any certificate representing the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determines are necessary or advisable regarding any restrictions contained in this Agreement, the Unit Acquisition Agreements or any other agreement with respect to which Employee is a party or is bound;

(vi)Employee has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the Unit Acquisitions Agreements and all other agreements contemplated hereby and thereby to which Employee is a party have been duly authorized by Employee;

(vii)Employee has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Employee to acquire the Deferred Units pursuant to this Agreement has been made by Employee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a Unitholder of the Company; and

(viii)Employee is not acquiring the Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Employee in connection with investments in securities generally.

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(d)Additional Acknowledgements.  As an inducement to the Company to issue the Deferred Units to Employee and as a condition thereto, Employee hereby acknowledges and agrees that:

(i)Neither the issuance of the Deferred Units to Employee nor any provision contained in this Agreement or the Unit Acquisition Agreements shall entitle Employee to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Employee’s employment at any time; and

(ii)Except as expressly set forth in the Unit Acquisition Agreements or as required by applicable law, the Company shall have no duty or obligation to disclose to Employee, and Employee shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.

9.Compensatory Arrangements; Securities Laws Exemption.  The Company and Employee hereby acknowledge and agree that this Agreement has been executed and delivered, and the Deferred Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Employee.  Each of the Deferred Units granted hereunder is intended to qualify for one or more exemptions from the registration requirements under the Securities Act, (including, pursuant to Rule 701) and under similar exemptions under applicable state securities laws (collectively, the “Exemptions”).  In the event that any provision of this Agreement would cause the Deferred Units granted hereunder to not qualify for any of the Exemptions or any other applicable exemption from registration under the Securities Act, Employee and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Deferred Units to qualify for any of the Exemptions.

10.Definitions.

(a)For purposes of this Agreement, including the exhibits hereto, terms defined elsewhere in this Agreement shall have the meanings set forth herein, and the following terms have the meanings set forth below:

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of Holdings.

“Cause” shall have the meaning provided in the Employee’s employment agreement, provided that if no such agreement exists, “Cause” shall mean: (i) the willful and continued failure of Employee to perform substantially Employee’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Employee by the Board or its representatives, which specifically identifies the manner in which the Board believes that Employee has not substantially performed Employee’s duties; (ii) the willful engaging by Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by Employee with respect thereto; (iv) a material breach by

7

Employee of the restrictive covenants included in Section 7; or (v) a willful or reckless violation of a material regulatory requirement, or of any material written Company policy or procedure, that is materially and demonstrably injurious to the Company.  For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s act or omission was in the best interests of the Company.  Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Engaged” as to an Employee means (i) employed by the Company or any of its Subsidiaries, (ii) serving as a manager or director of the Company or its Subsidiaries or (iii) at the discretion of the Board, providing services to the Company or any of its Subsidiaries as an advisor or consultant as contemplated by or described in Rule 701.

“Engagement” means the status of being Engaged.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Holdings” means Windy City Investments Holdings, L.L.C., a Delaware limited liability company.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Employee, any property or his assets.

“Liquidation Value” has the meaning given such term in the LLC Agreement.

“LLC Agreement” means Holding’s Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Permitted Transferee” has the meaning given such term in the LLC Agreement.

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“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute, and any rules or regulations promulgated thereunder.

“Separation from Service” means a “separation from service” under Code § 409A(a)(2)(A)(i) and the regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Unitholders Agreement, as amended from time to time, executed in connection with the grant of the Deferred Unit hereunder.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

11.Notices.  Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.
333 West Wacker Drive
33rd Floor
Chicago, IL  60606
Facsimile: (312) 917-7952
Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners
Three First National Plaza
38th Floor
Chicago, Illinois  60602
Facsimile:  (312) 895-1056
Telephone:  (312) 895-1000
Attention:  General Counsel

And

Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654

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Facsimile:  (312) 862-2200
Telephone: (312) 862-2000
Electronic mail: richard.porter@kirkland.com
Attention:	Richard W. Porter, P.C.
	Scott D. Price

Notices to Employee:

At the Employee’s address provided on the signature page hereto.

with copies to (which shall not constitute notice):

McDermott Will & Emery LLP
227 West Monroe Street, Suite 4400
Chicago, IL  60606
Facsimile: (312) 984-7700
Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com
Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

12.General Provisions

(a)No Rights as Unitholder.  Except to the limited extent provided in Section 4, no Employee (nor any beneficiary) shall have any of the rights or privileges of a unitholder or member of Holdings with respect to any Deferred Units (or settlement thereof), unless and until certificates representing Class A Units in settlement of Deferred Units shall have been issued and recorded on the records of Holdings or its transfer agents or registrars.

(b)No Corporate Action Restriction.  The existence of this Agreement and/or the Deferred Units granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the unitholders or shareholders of Holdings or the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in Holdings’ or the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Holdings, Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of Holdings, the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other similar act or proceeding by Holdings, the Company or any Subsidiary or Affiliate.  No Employee, beneficiary or any other person claiming through the Employee shall have any claim against the Board, Holdings, the

10

Company or any Subsidiary or Affiliate, or any employees, officers, unitholders, shareholders or agents of Holdings, the Company or any Subsidiary or Affiliate, solely as a result of any such action.

(c)Restrictions on Transfers; Transfers in Violation of Agreement.  The Deferred Units are not transferable, in whole or in part, and they may not, directly or indirectly, be Transferred or otherwise disposed of or encumbered (including, but not limited to, by gift or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death.  Any Transfer or attempted Transfer of any Deferred Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported Transferee of such Deferred Units as the owner of such Deferred Units for any purpose.

(d)Irrevocability: Binding Effect on Successors and Assigns.  Employee hereby acknowledges and agrees that, except as provided under applicable federal. state, or foreign securities laws, that Employee is not entitled to cancel, terminate or revoke this Agreement or any Unit Acquisition Agreement and such agreements shall survive the death or disability of Employee and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.  If Employee is more than one person, the obligations of Employee hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Deferred Units, if any).  The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(e)Survival of Covenants, Representations and Warranties.  All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the Unit Acquisition Agreements and the consummation of the transactions contemplated hereby and thereby.

(f)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g)Complete Agreement.  This Agreement and the Unit Acquisition Agreements (including, for the avoidance of doubt, those Unit Acquisition Agreements previously executed by the Employee and applicable to the Deferred Units granted hereunder) and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and

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preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h)Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i)Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(j)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person.  The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(k)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(l)WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(m)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(n)Amendment and Waiver.  Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Employee and the Board (on behalf of the Company and the Investor Members); provided that any provision of this Agreement may be amended with the approval of the Employees holding a majority of the outstanding Deferred Units to the extent that the such amendment does not disproportionately and adversely affect the rights of an Employee (or group of Employees) as compared to other Employees (or group of Employees).

(o)Community Property.  If, as of the date hereof, Employee is lawfully married and Employee’s address or the permanent residence of Employee’s spouse is located in a

12

community property jurisdiction, Employee’s spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit B attached hereto.

(p)Third-Party Beneficiary.  The Company and Employee acknowledge that each Investor Member is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(q)Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*     *     *    *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit Issuance Agreement on the date first written above.

NUVEEN INVESTMENTS, INC.

By:

Name:

Its:

[Employee] [Print Name]

[Signature]

[Address]

[State of Residence]

The number of Deferred Units hereby granted under this Agreement to [Employee] is [X].

Signature Page to Deferred Unit Issuance Agreement

EXHIBIT A

Vesting Conditions and Settlement

1.Time Vesting Units.  75% of the Deferred Units (the “Time Vesting Units”) shall vest and become Vested Deferred Units as follows:       % of such Time Vesting Units shall become Vested Deferred Units on each of [vesting dates] if, and only if, the Employee is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies) Engaged from the Grant Date through and including the applicable vesting date.

2.Accelerated Vesting upon Death or Disability.  All Unvested Time Vesting Units shall immediately vest and become Vested Deferred Units in the event that the Employee ceases to be employed by, or to provide services to, the Company or any of its Subsidiaries due to the Employee’s death or Disability.  “Disability” means Employee’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Employee’s duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Employee’s position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board or the Compensation Committee of the Board (the “Compensation Committee”).  A Disability shall be deemed to have occurred on the date that either Employee or Employee’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

3.Vesting of Performance Vesting Units.  25% of the Deferred Units (the “Performance Vesting Units”) shall become Vested Deferred Units only upon satisfaction of both the time-vesting and the applicable performance vesting conditions (the “Performance Conditions”) described herein.  The time-vesting conditions shall be as follows: 20% of the time-vesting requirements for the Performance Vesting Units shall be satisfied over each of five years, on February 28, 2011, February 28, 2012, February 28, 2013, February 28, 2014 and February 28, 2015; provided that for the purposes of Sections 3(a), (c), and (d) of this Exhibit A below, the Employee shall satisfy in advance one-quarter of the annual time-vesting component on each of April 15, July 15, and October 15 of the prior calendar year, provided further that, in each case, the Employee remains Engaged until such date.  Whether the Performance Conditions are satisfied shall be determined following each Performance Measurement Date as provided herein.  “Performance Measurement Date” means December 31 of each year; provided that for the purposes of Sections 3(a), (c), and (d) of this Exhibit A below the Performance Measurement Date shall include March 31, June 30, September 30 and December 31 of each year.  Except as provided in Section 4 of this Exhibit A, if the applicable Performance Condition for a Performance Vesting Unit is not satisfied on the December 31, 2014 Performance Measurement Date (as determined by February 28, 2015), then such Performance Vesting Unit shall be forfeited and the Employee shall have no further rights thereunder.  In the event that the Company’s actual performance related to any of

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the Performance Conditions described below falls in between any of the applicable performance targets, the actual number of Performance Vesting Units that become Vested Deferred Units shall be determined through linear interpolation of such two performance targets, but rounded to the nearest 0.5%.  Whether or not a Performance Condition has been satisfied shall be determined by the Compensation Committee within 60 days following each December 31 Performance Measurement Date, and, if applicable, 15 days following the other Performance Measurement Dates (the “Performance Determination Date”), after consultation with the Company’s Principal Financial Officer or Principal Accounting Officer.  In order to satisfy a Performance Condition, the Employee must remain Engaged until the Performance Determination Date following the period ending on the Performance Measurement Date during which the Performance Condition was satisfied.  In the event of any acquisitions or other significant changes to the Company’s business mix and/or operating environment, including, for the avoidance of doubt, the consolidation of retail platforms, the Compensation Committee of the Board, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, shall adjust any targets described herein in a manner reasonably consistent with the then-existing targets in light of the changes to the Company’s overall operations.  If the applicable Performance Condition is satisfied as of a Performance Measurement Date, it shall remain satisfied notwithstanding that the Performance Condition may no longer remain satisfied at any subsequent Performance Measurement Date.  The portion of such Performance Vesting Units that will vest after satisfaction of a Performance Condition shall be the applicable vesting percentage described in Section 3 of this Exhibit A multiplied by the percentage of the time vesting requirement described in Section 3 of this Exhibit A that has been satisfied.  For example, if at a Performance Measurement Date, a Performance Condition has been satisfied at the 60% level but the Employee has only completed 40% of the time vesting requirement at that time, 24% of such Performance Vesting Units shall become Vested Deferred Units.  If such Performance Condition has been further satisfied at the 70% level at a subsequent Performance Measurement Date (when the Employee has completed 60% of the time vesting requirements), an aggregate of 42% of such Performance Vesting Units shall then be Vested Deferred Units.

(a)FAF Integration Vesting.  20% of the Performance Vesting Units (the “FAF Vesting Units”) shall be subject to a Performance Condition based upon the realization  by the Company and its affiliates of anticipated cost reductions that are projected to be realized after the Company completes its anticipated acquisition (the “FAF Acquisition”) of the long term asset business of FAF Advisors, Inc. (the “FAF Business”).  Such savings will include reductions in headcount and related expenses, advertising and promotional expenses, facilities related expenses, electronic information systems expenses, outside professional services expenses and other operating and business expenses (“Synergy Savings”).  Such Synergy Savings shall be determined on a pro forma basis when implemented in a manner consistent with the Company’s determination of its quarterly EBITDA results for purposes of its bank credit agreement as of the date hereof.  After each such quarterly determination, the percentage of total FAF Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% after the calendar quarter during which at least $16,000,000 of Synergy Savings in the aggregate are achieved; (B) 70% after the calendar quarter during which at least $17,000,000 of Synergy Savings in the aggregate are achieved; (C) 80% after the calendar quarter during which at least $18,000,000 of Synergy Savings in the aggregate are achieved; (D) 90% after the calendar quarter during which at least $19,000,000 of Synergy Savings in the aggregate are achieved; and (E) 100% after the calendar quarter in which $20,000,000 of Synergy Savings in the aggregate are achieved.

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(b)EBITDA Margin Vesting.  25% of the Performance Vesting Units (the “EBITDA Vesting Units”) shall be subject to a Performance Condition based upon the Company’s 2-Year Average EBITDA Margin (as defined below), measured at each December 31 Performance Measurement Date.  The percentage of total EBITDA Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% after the year that the Company’s 2-Year Average EBITDA Margin is at least 48.7%; (B) 70% after the year that the Company’s 2-Year Average EBITDA Margin is at least 49.45%; (C) 80% after the year that the Company’s 2-Year Average EBITDA Margin is at least 50.2%; (D) 90% after the year that the Company’s 2-Year Average EBITDA Margin is at least 50.95% and (E) 100% after the year that the Company’s 2-Year Average EBITDA Margin is at least 51.7%.  The following definitions apply for purposes of this Paragraph 3(b) of Exhibit A:

(i)“Company’s 2-Year Average EBITDA Margin” means the average of the Company’s EBITDA Margin for each of the trailing two (2) years.

(ii)“EBITDA” means the Company’s EBITDA as defined in the Company’s bank credit agreement as of the date hereof and reduced by the mutual fund retention program and other retention payments (excluding any “Liquidity Bridge Payments” made or awarded as part of the equity incentive program originally implemented in 2010 under which these Performance Vesting Units and Time Vesting Units are being granted) to reflect the year in which the payment was targeted as well as any other adjustment required to reflect the economic EBITDA of the Company in the manner that such adjustments have historically been presented to the Board, as determined by the Compensation Committee.  In addition to any adjustments pursuant to Section 3 of Exhibit A, all computations will be adjusted by the Compensation Committee, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, to reflect acquisitions and/or significant changes to the Company’s business mix and operating environment (including extraordinary costs to support new regulatory requirements and material, not-contemplated platform fee erosion, as well as to reflect significant business investments that the Compensation Committee of the Board deems strategically significant even if they reduce the Company’s margins).

(iii)“EBITDA Margin” means EBITDA divided by Operating Revenue.

(iv)“Operating Revenue” means the Company’s operating revenue reflected in its regularly prepared financial statements for the applicable period.

(c)RSS Vesting.  15% of the Performance Vesting Units (the “RSS Vesting Units”) shall be subject to a Performance Condition based upon the growth in the number of Company mutual fund and separately managed account (“SMA”) retail shelf space slots at the 17 national firms listed in Exhibit C, measured quarterly on each Performance Measurement Date.  Such growth will be measured as the number of net SMA and mutual funds shelf space slots added divided by the base, which was 1,396 as of December 31, 2009 (the “Shelf Space Growth”).  In the event that any retail platforms consolidate, then the base will be adjusted to

17

reflect the resulting reduction in retail shelf space.  The percentage of the total RSS Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that Shelf Space Growth is not less than 0%; (B) 70% in the event that Shelf Space Growth is at least 5%; (C) 80% in the event that Shelf Space Growth is at least 10%; (D) 90% in the event that Shelf Space Growth is at least 15%; and (E) 100% in the event that Shelf Space Growth is at least 20%.

(d)AUM Vesting.  20% of the Performance Vesting Units (the “AUM Vesting Units”) shall be subject to a Performance Condition based upon the Company’s average amount of assets under management in the trailing four quarter period (the “AUM Average”), measured on a quarterly basis on each Performance Measurement Date.  The percentage of AUM Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that AUM Average is at least $195,000,000,000; (B) 70% in the event that AUM Average is at least $200,000,000,000; (C) 80% in the event that AUM Average is at least $205,000,000,000; (D) 90% in the event that AUM Average is at least $210,000,000,000; and (E) 100% in the event that AUM Average is at least $215,000,000,000.

(e)Free Cash-Flow CAGR Vesting.  20% of the Performance Vesting Units shall be subject to a Performance Condition based upon the compound annual growth rate from the 2009 base (the “CAGR Vesting Units”), as measured on the December 31, 2013 and December 31, 2014 Performance Measurement Dates (“Free Cash-Flow CAGR”).  The percentage of the total CAGR Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that the Free Cash Flow CAGR is at least 6%; (B) 70% in the event that the Free Cash Flow CAGR is at least 7%; (C) 80% in the event that the Free Cash Flow CAGR is at least 8%; and (D) 90% in the event that the Free Cash Flow CAGR is at least 9%; and (E) 100% in the event that the Free Cash Flow CAGR is at least 10%.  For purposes of this Section 3(e) of Exhibit A, “Free Cash Flow” means EBITDA (as defined in Section 3(b) of Exhibit A), minus capital expenditures and minus net seed capital, with closed-end fund related costs (i.e., ARPS and closed-end fund structuring fees and commissions) excluded, if not already excluded from the EBITDA calculations).

4.Accelerated Vesting.

(a)If a Sale of the Firm occurs, then 80% of the aggregate Time Vesting Units (including Time Vesting Units that are, immediately prior to the Sale of the Firm, Vested Time Vesting Units) shall be Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of such Time Vesting Units (or, if more than 80% of the Time Vesting Units are already Vested Time Vesting Units prior to a Sale of the Firm, then all remaining Unvested Time Vesting Units) shall vest upon the first anniversary of the consummation of the Sale of the Firm, if Employee either remains Engaged until such date or, if not so Engaged, Employee’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Employee for Good Reason (if Employee is party to and employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Employee.  In addition, 80% of the Performance Vesting Units (or, if more than 80% of the Performance Vesting Units are already Vested Performance Vesting Units prior to a Sale of the Firm, then all remaining Unvested Performance Vesting Units) shall be Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of such

18

Performance Vesting Units (or, if more than 80% of Performance Vesting Units are already Vested Performance Vesting Units prior to the Sale of the Firm, then all remaining Unvested Performance Vesting Units) shall vest upon the earlier of the first anniversary of the consummation of the Sale of the Firm or February 28, 2015, if Employee either remains Engaged until such date or, if not so Engaged, Employee’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Employee.  “Sale of the Firm” means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis.  Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction (a “Contribution Transaction”) in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction.  If Employee’s Engagement is terminated by the Company without Cause, or by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) during the 12 months following the consummation of a Contribution Transaction, then all Deferred Units of Employee shall be Vested Deferred Units upon termination of Employee’s Engagement.

(b)If a ‘40 Act Change of Control occurs in connection with any transaction other than (i) a Sale of the Firm or (ii) an underwritten public equity offering by the Company (or its successors) or an underwritten public equity offering by its shareholders, in each case registered under the Securities Act (a “Public Offering”), then 50% of the Unvested Performance Vesting Units shall become Vested Deferred Units upon the consummation of that transaction, determined pro-rata based upon each type of Performance Condition, and the remaining Unvested Performance Vesting Units shall continue to be subject to any applicable vesting conditions.  A “‘40 Act Change of Control” shall be any transaction, involving a sale, merger or reorganization or other change in ownership, resulting in an actual or deemed assignment of investment advisory contracts under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

(c)In no event shall vesting accelerate with respect to any Unvested Deferred Units solely in connection with a Public Offering that causes a ‘40 Act Change of Control, provided, however, that such Public Offering shall accelerate vesting if it also constitutes a Sale of the Firm as defined in paragraph (a) above.

5.Settlement.  The Deferred Units shall be settled as follows:

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(a)Subject to earlier settlement pursuant to Sections 5(c), (d), or (e) of Exhibit A below, the Vested Deferred Units that were Time Vesting Units shall be settled as follows:

(i)The lesser of (i) 60% of the aggregate Time Vesting Units and (ii) 100% of the Time Vesting Units that have become Vested Deferred Units on or prior to December 31, 2012 shall be settled on December 31, 2012;

(ii)The lesser of (i) 20% of the aggregate Time Vesting Units and (ii) 100% of the Time Vesting Units that have become Vested Deferred Units on or prior to December 31, 2013 (less the Vested Deferred Units settled under (i) above) shall be settled on December 31, 2013; and

(iii)The lesser of (i) 20% of the aggregate Time Vesting Units and (ii) 100% of the Time Vesting Units that have become Vested Deferred Units on or prior to December 31, 2014 (less the Vested Deferred Units settled under (i) and (ii) above) shall be settled on December 31, 2014.

(b)Subject to earlier settlement pursuant to Sections 5(c), (d), or (e) of Exhibit A below, the Vested Deferred Units that were Performance Vesting Units shall be settled on February 28, 2015; provided, however, that a Performance Vesting Unit shall not be settled if its applicable performance target has not been satisfied as of December 31, 2014 and in the event that such performance target has not been satisfied as of December 31, 2014, the Employee shall forfeit such Deferred Unit and shall have no further rights with respect thereto.

(c)In the event of Employee’s death, all Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Employee’s death.

(d)All Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Employee’s Separation from Service (or, if Code §409A(a)(2)(B)(i) applies to the Company and the Employee is a “specified employee” pursuant to such section, the date that is six months following such termination).

(e)Upon a Sale of the Firm which also constitutes a change in control event within the meaning of Code Section 409A(a)(2)(A)(v) (the “409A Change in Control”), Vested Deferred Units shall be settled as follows:

(i)100% of the Vested Deferred Units that were Time Vesting Units shall be settled within 30 days of the 409A Change in Control, with the remaining Time Vesting Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 4(a) of Exhibit A.

(ii)If the 409A Change in Control occurs prior to February 28, 2014, 100% of the Vested Deferred Units that were Performance Vesting Units shall be settled within 30 days of the 409A Change in Control, with the remaining

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Performance Vesting Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 4(a) of Exhibit A.

(iii)If the 409A Change in Control occurs on or after February 28, 2014, all Vested Performance Vesting Units shall be settled on February 28, 2015.

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EXHIBIT B

SPOUSAL CONSENT

The undersigned spouse of Employee hereby acknowledges that I have read the foregoing Deferred Unit Issuance Agreement executed by Employee as of the date hereof and that I understand its contents.  I am aware that the foregoing Deferred Unit Issuance Agreement imposes restrictions on such securities (including, without limitation, restrictions on transfer).  I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:                        , 20
Spouse’s Name:
	Date:                        , 20
Witness’ Name:

Spousal Consent to Deferred Unit Issuance Agreement

EXHIBIT C

APPLICABLE FIRMS FOR RSS VESTING

Merrill Lynch

Morgan Stanley Smith Barney

Deutsche Bank

Brinker Capital

UBS

Janney Montgomery Scott

Wells Fargo Advisors

Oppenheimer

LPL Financial

RW Baird

Ameriprise

RBC Wealth Management

Raymond James

Prudential

Edward Jones

Morgan Keegan

Stifel Nicolaus

EXHIBIT D

Vesting of Performance Vesting Units.  25% of the Deferred Units (the “Performance Vesting Units”) shall become Vested Deferred Units only upon satisfaction of both the time-vesting and the applicable performance vesting conditions (the “Performance Conditions”) described herein.  The time-vesting conditions shall be as follows: 20% of the time-vesting requirements for the Performance Vesting Units shall be satisfied over each of five years, on February 28, 2011, February 28, 2012, February 28, 2013, February 28, 2014 and February 28, 2015; provided that for the purposes of Sections 3(a), 3(c), and 3(d) of this Exhibit D below, the Employee shall satisfy in advance one-quarter of the annual time-vesting component on each of April 15, July 15, and October 15 of the prior calendar year, provided further that, in each case, the Employee remains Engaged until such date.  Whether the Performance Conditions are satisfied shall be determined following each Performance Measurement Date as provided herein.  “Performance Measurement Date” means December 31 of each year; provided that for the purposes of Paragraphs 3(a), 3(c), and 3(d) of this Exhibit D below the Performance Measurement Date shall include March 31, June 30, September 30 and December 31 of each year.  Except as provided in Section 4 of Exhibit A, if the applicable Performance Condition for a Performance Vesting Unit is not satisfied on the December 31, 2014 Performance Measurement Date (as determined by February 28, 2015), then such Performance Vesting Unit shall be forfeited and the Employee shall have no further rights thereunder.  In the event that the Company’s actual performance related to any of the Performance Conditions described below falls in between any of the applicable performance targets, the actual number of Performance Vesting Units that become Vested Deferred Units shall be determined through linear interpolation of such two performance targets, but rounded to the nearest 0.5%.  Whether or not a Performance Condition has been satisfied shall be determined by the Compensation Committee within 60 days following each December 31 Performance Measurement Date, and, if applicable, 15 days following the other Performance Measurement Dates (the “Performance Determination Date”), after consultation with the Company’s Principal Financial Officer or Principal Accounting Officer.  In order to satisfy a Performance Condition, the Employee must remain Engaged until the Performance Determination Date following the period ending on the Performance Measurement Date during which the Performance Condition was satisfied.  In the event of any acquisitions or other significant changes to the Company’s business mix and/or operating environment, including, for the avoidance of doubt, the consolidation of retail platforms, the Compensation Committee of the Board, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, shall adjust any targets described herein in a manner reasonably consistent with the then-existing targets in light of the changes to the Company’s overall operations.  If the applicable Performance Condition is satisfied as of a Performance Measurement Date, it shall remain satisfied notwithstanding that the Performance Condition may no longer remain satisfied at any subsequent Performance Measurement Date.  The portion of such Performance Vesting Units that will vest after satisfaction of a Performance Condition shall be the applicable vesting percentage described in this Exhibit D multiplied by the percentage of the time vesting requirement described in this Exhibit D that has been satisfied.  For example, if at a Performance Measurement Date, a Performance Condition has been satisfied at the 60% level but the Employee has only completed 40% of the time vesting requirement at that time, 24% of such

Performance Vesting Units shall become Vested Deferred Units.  If such Performance Condition has been further satisfied at the 70% level at a subsequent Performance Measurement Date (when the Employee has completed 60% of the time vesting requirements), an aggregate of 42% of such Performance Vesting Units shall then be Vested Deferred Units.

(a)EBITDA Margin Vesting.  30% of the Performance Vesting Units (the “EBITDA Vesting Units”) shall be subject to a Performance Condition based upon the Company’s 2-Year Average EBITDA Margin (as defined below), measured at each December 31 Performance Measurement Date.  The percentage of total EBITDA Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% after the year that the Company’s 2-Year Average EBITDA Margin is at least 51.5%; (B) 70% after the year that the Company’s 2-Year Average EBITDA Margin is at least 52.25%; (C) 80% after the year that the Company’s 2-Year Average EBITDA Margin is at least 53.0%; (D) 90% after the year that the Company’s 2-Year Average EBITDA Margin is at least 53.75% and (E) 100% after the year that the Company’s 2-Year Average EBITDA Margin is at least 54.5%.  The following definitions apply for purposes of this Paragraph 3(b) of Exhibit D:

(i)“Company’s 2-Year Average EBITDA Margin” means the average of the Company’s EBITDA Margin for each of the trailing two (2) years.

(ii)“EBITDA” means the Company’s EBITDA as defined in the Company’s bank credit agreement as of the date hereof and reduced by the mutual fund retention program and other retention payments (excluding any “Liquidity Bridge Payments” made or awarded as part of the equity incentive program originally implemented in 2010 under which these Performance Vesting Units and Time Vesting Units are being granted) to reflect the year in which the payment was targeted as well as any other adjustment required to reflect the economic EBITDA of the Company in the manner that such adjustments have historically been presented to the Board, as determined by the Compensation Committee.  In addition to any adjustments pursuant to this Exhibit D, all computations will be adjusted by the Compensation Committee, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, to reflect acquisitions and/or significant changes to the Company’s business mix and operating environment (including extraordinary costs to support new regulatory requirements and material, not-contemplated platform fee erosion, as well as to reflect significant business investments that the Compensation Committee of the Board deems strategically significant even if they reduce the Company’s margins).

(iii)“EBITDA Margin” means EBITDA divided by Operating Revenue.

(iv)“Operating Revenue” means the Company’s operating revenue reflected in its regularly prepared financial statements for the applicable period.

(b)RSS Vesting.  20% of the Performance Vesting Units (the “RSS Vesting Units”) shall be subject to a Performance Condition based upon the growth in the number of Company mutual fund and separately managed account (“SMA”) retail shelf space slots at the 17

national firms listed in Exhibit C, measured quarterly on each Performance Measurement Date. Such growth will be measured as the number of net SMA and mutual funds shelf space slots added divided by the base, which was 1,396 as of December 31, 2009 (the “Shelf Space Growth”).  In the event that any retail platforms consolidate, then the base will be adjusted to reflect the resulting reduction in retail shelf space.  The percentage of the total RSS Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that Shelf Space Growth is not less than 0%; (B) 70% in the event that Shelf Space Growth is at least 5%; (C) 80% in the event that Shelf Space Growth is at least 10%; (D) 90% in the event that Shelf Space Growth is at least 15%; and (E) 100% in the event that Shelf Space Growth is at least 20%.

(c)AUM Vesting.  25% of the Performance Vesting Units (the “AUM Vesting Units”) shall be subject to a Performance Condition based upon the Company’s average amount of assets under management in the trailing four quarter period (the “AUM Average”), measured on a quarterly basis on each Performance Measurement Date.  The percentage of AUM Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that AUM Average is at least $170,000,000,000; (B) 70% in the event that AUM Average is at least $175,000,000,000; (C) 80% in the event that AUM Average is at least $180,000,000,000; (D) 90% in the event that AUM Average is at least $185,000,000,000; and (E) 100% in the event that AUM Average is at least $190,000,000,000.

(d)Free Cash-Flow CAGR Vesting.  25% of the Performance Vesting Units shall be subject to a Performance Condition based upon the compound annual growth rate from the 2009 base (the “CAGR Vesting Units”), as measured on the December 31, 2013 and December 31, 2014 Performance Measurement Dates (“Free Cash-Flow CAGR”).  The percentage of the total CAGR Vesting Units that satisfy the Performance Condition shall be as follows: (A) 60% in the event that the Free Cash Flow CAGR is at least 6%; (B) 70% in the event that the Free Cash Flow CAGR is at least 7%; (C) 80% in the event that the Free Cash Flow CAGR is at least 8%; and (D) 90% in the event that the Free Cash Flow CAGR is at least 9%; and (E) 100% in the event that the Free Cash Flow CAGR is at least 10%.  For purposes of this Paragraph 3(e) of Exhibit D, “Free Cash Flow” means EBITDA (as defined in Paragraph 3(b) of this Exhibit D), minus capital expenditures and minus net seed capital, with closed-end fund related costs (i.e., ARPS and closed-end fund structuring fees and commissions) excluded, if not already excluded from the EBITDA calculations).

EX-10.7

Exhibit 10.7

NUVEEN INVESTMENTS, INC.

FORM OF DEFERRED INCENTIVE UNIT ISSUANCE AGREEMENT

This Deferred Incentive Unit Issuance Agreement (this “Agreement”) is made as of                        , 20      (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Executive”).  Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 9 hereof.

WHEREAS, the Company desires to grant the Executive the right to receive the number of deferred Class A Units indicated on the signature page to this Agreement as an incentive to remain with the Company (the “Deferred Units”);

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, the Company and the Executive hereby agree as follows:

1.Grant of Deferred Units.  Subject to the terms of this Agreement, the Company hereby grants, effective as of the date hereof, to the Executive the number of Deferred Units indicated on the signature page to this Agreement, which represent the right to receive, subject to the terms of this Agreement, a number of Class A Units (or fraction thereof) upon the Settlement Date (as defined herein) with a total Liquidation Value equal to the product of (a) the excess, if any, of the Liquidation Value of a Class A Unit as of the Settlement Date over $10 (the “Participation Threshold”) and (b) the number of Deferred Units indicated on the signature page to this Agreement.

2.Accounts.

(a)Executive Accounts.  The Company will establish a separate notional account (the “Deferred Unit Account”) for the Executive and will record in such account the aggregate number of Deferred Units granted to the Executive under this Agreement, the vesting of any Deferred Units, and any distributions credited to the Deferred Unit Account.

(b)Corporate Adjustments.

(i)In the event that any distribution (in the form of cash, Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units or the Participation Threshold such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust the Participation Threshold, any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the

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Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder.  Notwithstanding the foregoing, nothing herein shall be deemed to provide the Executive with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.

(ii)If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.

(iii)By way of illustration of this Section 2, suppose the Class A Units are converted into shares of stock in an IPO such that two shares of stock are received for each outstanding Class A Unit.  The Deferred Unit Account would be credited with two shares of stock for each Class A Unit formerly contained in the account, and assuming no further Company Events, upon the Settlement Date the Executive would be entitled to a distribution, in the forms prescribed in Section 4, with a value equal to the excess value of two shares of such stock over $10.  Assume instead that a pro-rata cash distribution was made on the Class A Shares in the amount of $3.  Pursuant to this Section 2, the Participation Threshold would be adjusted to $7.

(iv)Upon receipt by the Executive of any such substitute awards (or payment) as a result of any such Company Event, the Executive’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Executive.

3.Vesting.

(a)General.  Each of the Deferred Units issued hereunder shall be subject to vesting as set forth in this Section 3.  Deferred Units which have become vested pursuant to this Section 3 are referred to herein as “Vested Deferred Units,” and Deferred Units that have not become Vested Deferred Units are referred to herein as “Unvested Deferred Units.”

(b)            % of the Deferred Units shall be Vested Deferred Units upon the Grant Date.  The remaining              % of the Deferred Units shall vest and become Vested Deferred Units on [vesting dates] if, and only if, Executive is, and has been,

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continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies) Engaged from the date of this Agreement through and including the applicable vesting date.  The number of Deferred Units that are Vested Deferred Units, after giving effect to any acceleration of vesting contemplated by this Agreement, shall not increase after Executive ceases to be Engaged; provided, however, that in the event that Executive ceases to be Engaged due to Executive’s death or Disability, all of the Unvested Deferred Units which have not yet become Vested Deferred Units shall immediately vest and become Vested Deferred Units.

(c)If a Sale of the Firm occurs, then 80% of the aggregate Deferred Units (including Deferred Units that are, immediately prior to the Sale of the Firm, Vested Deferred Units) shall become Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of Deferred Units (or, if more than 80% of the Deferred Units are already vested prior to a Sale of the Firm, then all remaining Deferred Units) shall vest upon the first anniversary of the consummation of the Sale of the Firm, if Executive either remains Engaged until such date or, if not Engaged, Executive’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Executive for Good Reason (if Executive is party to an employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Executive.  “Sale of the Firm” means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis.  Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction (a “Contribution Transaction”) in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction.  If Executive’s Engagement is terminated by the Company without Cause, or by the Executive for Good Reason (if Executive is party to an employment agreement providing for termination for Good Reason) during the 12 months following the consummation of a Contribution Transaction, then all Deferred Units of Executive shall be Vested Deferred Units upon termination of Executive’s Engagement.

(d)Cancellation of Deferred Units.  If Executive’s Engagement terminates for any reason, all Unvested Deferred Units shall be automatically cancelled on the date of termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Unvested Deferred Units (determined after giving effect to any accelerated vesting provisions set forth herein).

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4.Settlement

(a)General.  The Executive will receive a distribution of the number of Class A Units determined in accordance with Section 1, or such other property on account of such Class A Units as may be adjusted and determined pursuant to Section 2(b), including all distributions credited to the Executive’s Deferred Unit Account, as provided below.  The date of such distribution is referred to collectively herein as the “Settlement Date.”

(i)Subject to earlier settlement pursuant to Sections 4(a)(ii), (iii), and (iv) below the Vested Deferred Units shall be settled as follows:

(1)33% on December 31, 2014;

(2)33% on December 31, 2015; and

(3)34% on December 31, 2016.

(ii)In the event of Executive’s death, all Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Executive’s death.

(iii)All Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Executive’s Separation from Service (or, if Code §409A(a)(2)(B)(i) applies to the Company and the Executive is a “specified employee” pursuant to such section, the date that is six months following such termination).

(iv)100% of all Vested Deferred Units shall be settled within 30 days of a Sale of the Firm which also constitutes a change in control event within the meaning of Code Section 409A(a)(2)(A)(v) (the “409A Change in Control”), with the remaining Deferred Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 3(c).

(b)On or before any Settlement Date, the Executive shall become a party to the LLC Agreement, the Registration Agreement, and a Unitholders Agreement as may be amended from time to time and in form and substance reasonably consistent with such agreements in effect as of the date hereof and with any generally applicable amendments thereto, unless the Executive is already a party to such agreements (collectively, the “Unit Acquisition Agreements”) and as a condition to the grant of the Deferred Units hereunder, Executive hereby agrees to execute a joinder to any of the Unit Acquisition Agreements to which the Executive is not already a party, with such joinder to be effective on any Settlement Date to the extent required.  Except as set forth herein, all distributions hereunder shall be made in kind with respect to securities and other property credited to an Executive’s Deferred Unit Account.

(c)Cash in Lieu of Property.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Executive’s Deferred Unit Account in respect of all or a portion of the Deferred Units, the

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Company may deliver to the Executive an amount of cash equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property.

(d)Settlement in Stock of Windy Holdings.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Executive’s Deferred Unit Account in respect of all or a portion of the Vested Deferred Units, the Company or Windy Holdings may deliver shares of stock of Windy Holdings having a Fair Market Value equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property as of the date that such shares, securities or property would otherwise be delivered.  If a distribution is made in the form of stock of Windy Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to exchange such Windy Holdings stock (or replacement equity) after the distribution for Units or nonvoting equity interests of Holdings (or replacement equity) for an amount of Class A Units (or replacement equity) with a Liquidation Value equal to the Fair Market Value of Windy Holdings Stock (or replacement equity) so exchanged.

(e)Withholding.  Except as provided in Section 4(f), Executive shall be required to remit in cash to the Company all required withholding amounts associated with settlement of the Deferred Units, as determined by the Company in its reasonable discretion.  Subject to applicable law, Executive agrees that the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Executive, including salary or bonus payments.

(f)Notwithstanding Section 4(e) and subject to the procedures specified by the Company from time to time, the Executive shall satisfy the tax withholding obligations in connection with a Deferred Unit or the settlement thereof by having the Company withhold Class A Units or other securities or property credited to the Executive’s Deferred Unit Account otherwise deliverable pursuant to Section 4 with a fair market value equal to the Company’s minimum statutory withholding requirements; provided that this Section 4(f) shall not apply if, and to the extent that, the Board determines that its application poses a material risk of jeopardizing the Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to satisfy its then existing or anticipated capital requirements or compliance with applicable covenants in its credit or finance agreements.

5.Administration.

(a)Authority of the Board.  The Board shall have all powers and discretion necessary or appropriate to administer this Agreement and to control its operation, including, but not limited to, the power to (i) interpret and construe this Agreement, (ii) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of this Agreement, (iii) interpret, amend or revoke any such procedures or rules, (iv) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in this Agreement, (v) determine which Unit Acquisition Agreements must be executed in connection with the Agreement and the timing for the required execution of a Unit Acquisition Agreement, and (vi) make all other decisions and determinations that may be required pursuant to this Agreement or as the Board deems necessary or advisable to administer this Agreement provided

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that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(b)Actions of the Board.  The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement.  The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(c)Delegation by the Board.  The Board in its sole discretion and on such terms and conditions as it may provide in accordance with the LLC Agreement may delegate all or any part of its authority and powers under this Agreement in accordance with the terms and conditions of the LLC Agreement.

6.Confidentiality.  Other than as appropriate to the implementation of duties in the ordinary course of Executive’s employment by the Company or its Subsidiaries, and except as specifically authorized by the Board or Executive’s direct supervisor, Executive shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its Subsidiaries, or (ii) other technical, business, proprietary or financial information of the Company or of any of its Subsidiaries not available to the public generally or to Competitors (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission by Executive or (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Executive gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order.  For the avoidance of doubt, “Confidential Information” shall include the terms and provisions of this Agreement and any Unit Acquisition Agreement, except as required by law or the rules of any national securities exchange or as disclosed to Executive’s advisors on a need-to-know basis under instructions to maintain the confidentiality hereof.  Promptly following the termination of Executive’s Engagement, Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which Executive may then possess or have under his/her control (together with all copies thereof).

7.Executive’s Representations and Warranties.  In connection with the grant of the Deferred Units and the settlement of Deferred Units hereunder, Executive hereby represents and warrants to the Company that:

(a)Executive’s Investment Representations.  Executive is acquiring the Deferred Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws.  Executive acknowledges that the Deferred Units have not been registered under the Securities Act or applicable state or foreign

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securities laws and that the Deferred Units will be issued to Executive in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict.  The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Executive or (ii) any contract to which Executive is a party or by which Executive or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Executive.

(i)Executive is an officer or employee of the Company or one of its Subsidiaries;

(ii)Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company, including any Unit Acquisition Agreements, as Executive may have requested in making his, her or its decision to invest in the Deferred Units being issued hereunder;

(iii)Executive acknowledges that the Class A Units that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the Unit Acquisition Agreements;

(iv)Executive will not sell or otherwise transfer the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of the Class A Units that may be issued upon settlement of any Deferred Units by Executive or subsequent holders of the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement;

(v)Executive acknowledges that any certificate representing the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determines are necessary or advisable regarding any restrictions contained in this Agreement, the Unit Acquisition Agreements or any other agreement with respect to which Executive is a party or is bound;

(vi)Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the Unit Acquisitions Agreements and all other agreements contemplated hereby and thereby to which Executive is a party have been duly authorized by Executive;

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(vii)Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Deferred Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a Unitholder of the Company; and

(viii)Executive is not acquiring the Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.

(d)Additional Acknowledgements.  As an inducement to the Company to issue the Deferred Units to Executive and as a condition thereto, Executive hereby acknowledges and agrees that:

(i)Neither the issuance of the Deferred Units to Executive nor any provision contained in this Agreement or the Unit Acquisition Agreements shall entitle Executive to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Executive’s employment at any time; and

(ii)Except as expressly set forth in the Unit Acquisition Agreements or as required by applicable law, the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.

8.Compensatory Arrangements; Securities Laws Exemption.  The Company and Executive hereby acknowledge and agree that this Agreement has been executed and delivered, and the Deferred Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Executive.  Each of the Deferred Units granted hereunder is intended to qualify for one or more exemptions from the registration requirements under the Securities Act, (including, pursuant to Rule 701) and under similar exemptions under applicable state securities laws (collectively, the “Exemptions”).  In the event that any provision of this Agreement would cause the Deferred Units granted hereunder to not qualify for any of the Exemptions or any other applicable exemption from registration under the Securities Act, Executive and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Deferred Units to qualify for any of the Exemptions.

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9.Definitions.

(a)For purposes of this Agreement, including the exhibits hereto, terms defined elsewhere in this Agreement shall have the meanings set forth herein, and the following terms have the meanings set forth below:

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of Holdings.

“Cause” shall have the meaning provided in the Executive’s employment agreement, provided that if no such agreement exists, “Cause” shall mean: (i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board or its representatives, which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties;  (ii) the willful engaging by Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by Executive with respect thereto; (iv) a material breach by Executive of the restrictive covenants included in Section 6; or (v) a willful or reckless violation of a material regulatory requirement, or of any material written Company policy or procedure, that is materially and demonstrably injurious to the Company.  For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company.  Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Engaged” as to an Executive means (i) employed by the Company or any of its Subsidiaries, (ii) serving as a manager or director of the Company or its Subsidiaries or (iii) at the discretion of the Board, providing services to the Company or any of its Subsidiaries as an advisor or consultant as contemplated by or described in Rule 701.

“Engagement” means the status of being Engaged.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Holdings” means Windy City Investments Holdings, L.L.C., a Delaware limited liability company.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any

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government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Executive, any property or his assets.

“Liquidation Value” has the meaning given such term in the LLC Agreement.

“Liquidity Event” has the meaning given such term in the LLC Agreement.

“LLC Agreement” means Holding’s Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“MDP” has the meaning given such term in the LLC Agreement.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Permitted Transferee” has the meaning given such term in the LLC Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute, and any rules or regulations promulgated thereunder.

“Separation from Service” means a “separation from service” under Code § 409A(a)(2)(A)(i) and the regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Unitholders Agreement, as amended from time to time, executed in connection with the grant of the Deferred Unit hereunder.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

10.Notices.  Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.
333 West Wacker Drive
33rd Floor
Chicago, IL 60606

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Facsimile: (312) 917-7952
Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners
Three First National Plaza
38th Floor
Chicago, Illinois 60602
Facsimile:  (312) 895-1056
Attention:  General Counsel

And

Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Facsimile:  (312) 862-2200
Telephone: (312) 862-2000
Electronic mail:  richard.porter@kirkland.com
Attention:  Richard W. Porter, P.C.
Scott D. Price

Notices to Executive:

At the Executive’s address provided on the signature page hereto.

with copies to (which shall not constitute notice):

McDermott Will & Emery LLP
227 West Monroe Street, Suite 4400
Chicago, IL 60606
Facsimile: (312) 984-7700
Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com
Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

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11.General Provisions

(a)No Rights as Unitholder.  No Executive (nor any beneficiary) shall have any of the rights or privileges of a unitholder or member of Holdings with respect to any Deferred Units (or settlement thereof), unless and until certificates representing Class A Units in settlement of Deferred Units shall have been issued and recorded on the records of Holdings or its transfer agents or registrars.

(b)No Corporate Action Restriction.  The existence of this Agreement and/or the Deferred Units granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the unitholders or shareholders of Holdings or the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in Holdings’ or the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Holdings, Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of Holdings, the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other similar act or proceeding by Holdings, the Company or any Subsidiary or Affiliate.  No Executive, beneficiary or any other person claiming through the Executive shall have any claim against the Board, Holdings, the Company or any Subsidiary or Affiliate, or any employees, officers, unitholders, shareholders or agents of Holdings, the Company or any Subsidiary or Affiliate, solely as a result of any such action.

(c)Restrictions on Transfers; Transfers in Violation of Agreement.  The Deferred Units are not transferable, in whole or in part, and they may not, directly or indirectly, be Transferred or otherwise disposed of or encumbered (including, but not limited to, by gift or otherwise) other than by will or by the laws of descent and distribution to the estate of the Executive upon the Executive’s death.  Any Transfer or attempted Transfer of any Deferred Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported Transferee of such Deferred Units as the owner of such Deferred Units for any purpose.

(d)Irrevocability: Binding Effect on Successors and Assigns.  Executive hereby acknowledges and agrees that, except as provided under applicable federal state, or foreign securities laws, that Executive is not entitled to cancel, terminate or revoke this Agreement or any Unit Acquisition Agreement and such agreements shall survive the death or disability of Executive and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.  If Executive is more than one person, the obligations of Executive hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Deferred Units, if any).  The agreements, representations, warranties and acknowledgments herein contained shall

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be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(e)Survival of Covenants, Representations and Warranties.  All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the Unit Acquisition Agreements and the consummation of the transactions contemplated hereby and thereby.

(f)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g)Complete Agreement.  This Agreement and the Unit Acquisition Agreements (including, for the avoidance of doubt, those Unit Acquisition Agreements previously executed by the Executive and applicable to the Deferred Units granted hereunder) and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h)Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i)Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(j)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person.  The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(k)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(l)WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

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(m)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(n)Amendment and Waiver.  Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Executive and the Board (on behalf of the Company and the Investor Members); provided that any provision of this Agreement may be amended with the approval of the Executives holding a majority of the outstanding Deferred Units to the extent that the such amendment does not disproportionately and adversely affect the rights of an Executive (or group of Executives) as compared to other Executives (or group of Executives).

(o)Community Property.  If, as of the date hereof, Executive is lawfully married and Executive’s address or the permanent residence of Executive’s spouse is located in a community property jurisdiction, Executive’s spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit A attached hereto.

(p)Third-Party Beneficiary.  The Company and Executive acknowledge that each Investor Member is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(q)Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, any party to this Agreement may commence

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and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*     *     *    *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit Grant Agreement on the date first written above.

NUVEEN INVESTMENTS, INC.

By:

Name:

Its:

[Executive] [Print Name]

[Signature]

[Address]

[State of Residence]

The number of Deferred Units granted to [Employee] is [                  ]

Signature Page to Deferred Incentive Unit Issuance Agreement

EXHIBIT A

SPOUSAL CONSENT

The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Incentive Deferred Unit Issuance Agreement executed by Executive as of the date hereof and that I understand its contents.  I am aware that the foregoing Incentive Deferred Unit Issuance Agreement imposes restrictions on such securities (including, without limitation, restrictions on transfer).  I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:                        , 20
Spouse’s Name:
	Date:                        , 20
Witness’ Name:

Spousal Consent to Deferred Incentive Unit Issuance Agreement

EX-10.8

Exhibit 10.8

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

FORM OF CLASS A UNIT PURCHASE AGREEMENT

THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of December 14, 2007, 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.

WHEREAS, Executive desires to purchase Class A Units of the Company for cash, and the Company has agreed to sell such Class A Units to Executive.

WHEREAS, the Company has agreed to effect the sale of the Class A Units and, subject to the terms and conditions set forth herein, in the LLC Agreement, the Registration Agreement, and the Unitholders Agreement, Executive has agreed to purchase such Class A Units.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties hereto agree as follows:

1.Sale and Purchase of Class A Units.

(a)The Company has authorized the sale and issuance to Executive of, and hereby sells and issues to Executive, the number of total Class A Units of the Company indicated in Column B of the Offering Schedule at a price per Class A Unit of $10 for an aggregate purchase price set forth in Column C of the Offering Schedule (the “Purchase Price”). The Class A Units purchased pursuant to this Section 2(a) shall constitute “Purchased Units.”

(b)Payment of the Purchase Price shall be made on the date hereof (the “Effective Date”) by means of any combination of a check or wire transfer of immediately available funds in an amount equal to the Purchase Price. The sale and issuance of the Purchased Units is conditioned on the receipt in full of the Purchase Price by the Company on the Effective Date.

2.Purchase Terms.

(a)Executive, intending to be legally bound, hereby irrevocably subscribes for and purchases and accepts the Purchased Units on the terms and conditions set forth herein. By execution of this Agreement, Executive acknowledges that the Company is relying upon the accuracy and completeness of the representations and warranties of Executive contained herein in complying with its obligations under the Securities Act and similar state securities laws. Executive acknowledges that it is a condition to the Company’s issuance of the Purchased Units that Executive become a party to the LLC Agreement, the Unitholders Agreement, and the Registration Agreement simultaneous with the execution of this Agreement.

(b)Until a Liquidity Event, any certificates evidencing Class A Units (if such Class A Units are certificated) shall be held by the Company for the benefit of Executive and the

other holder(s) of Class A Units, if any.  Any certificates evidencing Class A Units held by Executive or Executive’s Permitted Transferee shall be delivered by Executive to the Company, together with appropriate irrevocable unit powers undated and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Liquidity Event other than an IPO or otherwise upon a repurchase of such Units hereunder. Upon the occurrence of a Liquidity Event other than an IPO, the Company shall either (i) return to the record holders thereof any certificates representing the Units, together with unit powers previously delivered by Executive, or (ii) deliver to the record holders of the Class A Units all proceeds received by the Company from the transfer of the Class A Units in connection with such Liquidity Event.  Upon the occurrence of an IPO, the Company shall return to the record holders thereof any certificates representing public stock, together with unit powers previously delivered by Executive.  It is understood and agreed that the Class A Units are currently uncertificated.

3.Representations and Warranties of the Company.  As a material inducement to Executive to enter into this Agreement and purchase the Purchased Units, the Company hereby represents and warrants to Executive that:

(a)Organization. The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

(b)Authorization; No Breach.  The execution, delivery and performance of this Agreement have been duly authorized by the Company.  The execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein will not result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any other obligation of the Company.

(c)Capital of the Company.  As of the Restatement Date, and based upon the assumptions set forth on Schedule A, the outstanding equity interests of the Company consist of approximately the number of Class A Units and Class A-Prime Units of the Company indicated on Schedule A.  The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity interests or any warrants, options or other rights to acquire its equity interests, except pursuant to the LLC Agreement, the Registration Agreement, the Unitholders Agreement and the management equity issuance agreements (related to Class A Units, Class B Units, and Deferred Units) executed by the Company.  All of the Company’s outstanding Units, including the Units issued hereunder, are validly issued.

4.Executive’s Representations and Warranties.  In connection with the purchase and sale of the Purchased Units hereunder, Executive hereby represents and warrants to the Company that:

(a)Executive’s Investment Representations. Executive hereby represents that he, she or it is acquiring the Purchased Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Executive acknowledges that the Units have not been registered under the Securities Act or

2

applicable state or foreign securities laws and that the Units will be issued to Executive in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict.  The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Executive or (ii) any contract to which Executive is a party or by which Executive or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Executive.  Executive hereby further represents and warrants to the Company that:

(i)Executive is an officer or employee of Nuveen or one of its Subsidiaries;

(ii)Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive;

(iii)Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, and an offering summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Units being issued hereunder;

(iv)Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act;

(v)Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws

3

of certain states or foreign nations or unless an exemption from such registration is available;

(vi)Executive acknowledges that the Purchased Units are subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, and the Registration Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, and the Registration Agreement;

(vii)Executive will not sell or otherwise transfer Purchased Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration for exemption, any transfer of Purchased Units by Executive or subsequent holders of Purchased Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement;

(viii)Executive acknowledges that any certificate representing Purchased Units shall include such legend(s) as the Company determine are necessary or advisable;

(ix)Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party and the purchase of the Purchased Units hereunder have been duly authorized by Executive;

(x)Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Purchased Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Purchased Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a unitholder of the Company; and

(xi)Executive is not acquiring the Purchased Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.

(d)Additional Acknowledgements.  As an inducement to the Company to issue the Purchased Units to Executive and as a condition thereto, Executive hereby acknowledges and agrees that:

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(i)Neither the issuance of the Purchased Units to Executive nor any provision contained in this Agreement, the LLC Agreement, the Registration Agreement or the Unitholders Agreement shall entitle Executive to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Executive’s employment at any time; and

(ii)Except as required under the LLC Agreement, the Registration Agreement, the Unitholders Agreement or applicable law, the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time.

5.Compensatory Arrangements; Rule 701 Exemption.  The Company and Executive hereby acknowledge and agree that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Executive. Each of the Units granted hereunder is intended to qualify for an exemption from the registration requirements under the Securities Act, pursuant to Rule 701 (the “Exemption”) and under similar exemptions under applicable state securities laws.  In the event that any provision of this Agreement would cause the Units granted hereunder to not qualify for the Exemption or any other applicable such exemption from registration under the Securities Act, Executive and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Units to qualify for the Exemption.

6.Restrictions Generally.  The Class A Units are subject to the provisions of the Unitholders Agreement, the Registration Agreement and LLC Agreement which provide, among other things, restrictions on transfer, certain drag-along and tag-along rights, holdback provisions, and repurchase rights on the Class A Units held by Executive.  The Company acknowledges that certain limited transfers to Permitted Transferees are permissible, as further detailed in the Unitholders Agreement and the LLC Agreement.

7.Additional Transfer Restrictions.

(a)Restrictive Legend.  Any certificates representing the Class A Units shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE PROVISIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS A UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF DECEMBER 14, 2007, AND A UNITHOLDERS AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF DECEMBER 14, 2007 A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

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(b)Transfer of Class A Units.  Prior to the Transfer of any Class A Units (other than pursuant to a Public Sale or a Sale of the Company) to any Person, the Transferring holder of Class A Units subject to this Agreement shall cause the prospective Transferee to be bound by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement and to execute and deliver to the Company and the other unitholders of the Company a counterpart of or joinder to the LLC Agreement, the Registration Agreement and the Unitholders Agreement as a condition to the effectiveness of such Transfer.  Upon the execution and delivery of such counterpart or joinder by such Person, subject to the requirements of the LLC Agreement, such Person’s acquired Class A Units shall be “Class A Units” under this Agreement.

(c)Opinion of Counsel.  No holder of Purchased Units may Transfer any Purchased Units (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act or any applicable state securities law is not required in connection with such transfer; provided that in the case of a Transfer to a Permitted Transferee such opinion will be required only if reasonably requested by the Company.

8.Definitions.

(a)For the purposes of this Agreement, the following terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute.

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Class B Unit Grant Agreement” means the Class B Unit Grant Agreement as may be in effect from time to time for holders of Class B Units.

“Class B Units” has the meaning given such term in the LLC Agreement.

“Executive” has the meaning set forth in the preamble.

“Investor Member” has the meaning given such term in the LLC Agreement.

“IPO” has the meaning given such term in the LLC Agreement.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and

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arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Executive, any property or his assets.

“Liquidity Event” has the meaning given such term in the Class B Unit Grant Agreement.

“LLC Agreement” means the Company’s Amended and Restated Limited Liability Company Agreement as of the Effective Date (as the same may hereafter be amended, supplemented or otherwise modified from time to time in accordance with its terms).

“Merger” means the merger of Merger Sub into Nuveen, pursuant to that certain Agreement and Plan of Merger dated as of June 19, 2007 by and among Windy City Investments, Inc., Merger Sub and Nuveen.

“Merger Sub” means Windy City Acquisition Corp., a Delaware corporation. “Nuveen” means Nuveen Investments, Inc., a Delaware corporation.

“Offering Schedule” means that Windy City Investments Holdings, L.L.C. Equity and Deferred Unit Offering Schedule entered into by Executive.

“Permitted Transferee” has the meaning given such term in the Unitholders Agreement.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Public Sale” has the meaning given to the term in the LLC Agreement.

“Sale of the Company” has the meaning given such term in the LLC Agreement.

“Registration Agreement” has the meaning given such term in the LLC Agreement. “Restatement Date” has the meaning given such term in the LLC Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time and any successor statute, and any rules or regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unit” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Unitholders Agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, between the Company and certain of its unitholders.

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9.Notices.  Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Windy City Investments Holdings, L.L.C.

c/o Madison Dearborn Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

and

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Facsimile: (312) 861-2200

Telephone: (312) 861-2000

Electronic mail: rporter@kirkland.com

Attention: Richard W. Porter, P.C.

Scott D. Price

Notices to Executive:

At the Executive’s address provided on the signature page hereto.

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with copies to (which shall not constitute notice):

McDermott Will & Emery LLP

227 West Monroe Street, Suite 4400

Chicago, IL 60606

Facsimile: (312) 984-7700

Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com

Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

10.General Provisions.

(a)Transfers in Violation of Agreement.  Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement, the LLC Agreement, or the Unitholders Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

(b)Irrevocability; Binding Effect on Successors and Assigns.  Executive hereby acknowledges and agrees that, except as provided under applicable federal state, or foreign securities laws, the purchase hereunder is irrevocable, that Executive is not entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the Unitholders Agreement or any agreements of Executive hereunder, and that this Agreement, the LLC Agreement, the Unitholders Agreement and such other agreements shall survive the death or disability of Executive and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.  If Executive is more than one person, the obligations of Executive hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Units).  The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(c)Survival of Covenants, Representations and Warranties.  All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the LLC Agreement, and the Unitholders Agreement and the consummation of the transactions contemplated hereby and thereby.

(d)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under

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any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(e)Complete Agreement.  This Agreement, the LLC Agreement, the Unitholders Agreement, the Registration Agreement and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f)Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(g)Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person.  The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(i)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(j)WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(k)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

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(l)Amendment and Waiver.  The provisions of this Agreement may be amended and waived with the prior consent of the Board (on behalf of the Company and the Investor Members) and the holders of a majority of the Class A Units issued pursuant to all Class A Purchase Agreements, including this Agreement, entered into between the Company and any Executive; provided that if such amendment or waiver would disproportionately and adversely affect the rights of an Executive (or group of Executives) as compared to other Executives (or group of Executives), such waiver and amendment will require the consent of such adversely affected Executive (or group of Executives).

(m)Community Property.  If, as of the date hereof, Executive is lawfully married and Executive’s address or the permanent residence of Executive’s spouse is located in a community property jurisdiction, Executive’s spouse shall execute and deliver to the Company on the Effective Date the Consent in the form of Exhibit A attached hereto.

(n)Third-Party Beneficiary.  The Company and Executive acknowledge that each of the Investor Members is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(o)Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.

*     *     *    *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Class A Unit Purchase Agreement on the date first written above.

[Executive] [Print Name]

[Signature]

[State of Residence]

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

By:

Name:

Its:

Signature Page to Class A Unit Purchase Agreement

Schedule A

Assuming that Executives collectively invest approximately $80 million in Units in connection with the Merger, as of December 14, 2007, the outstanding equity interests of the Company consist of approximately the following interests:

Capitalization of Company

Number of Class A Units	Number of Class A- Prime Units
277,000,000	3,420,000

A-1

EXHIBIT A

SPOUSAL CONSENT

The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Class A Unit Purchase Agreement executed by Executive as of the date hereof and that I understand its contents.  I am aware that the foregoing Class A Unit Purchase Agreement provides for the sale or repurchase of my spouse’s Class A Units under certain circumstances and/or imposes other restrictions on such securities (including, without limitation, restrictions on transfer).  I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:                        , 2007
Spouse’s Name:
	Date:                        , 2007
Witness’ Name:

A-2

EX-10.9

Exhibit 10.9

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

FORM OF CLASS A UNIT PURCHASE AGREEMENT

THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of February 25, 2011, 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 shall have the meanings set forth in Section 8 hereof.

WHEREAS, Executive desires to purchase Class A Units of the Company for cash, and the Company has agreed to sell such Class A Units to Executive.

WHEREAS, the Company has agreed to effect the sale of the Class A Units and, subject to the terms and conditions set forth herein, in the LLC Agreement, the Registration Agreement, and the Unitholders Agreement, Executive has agreed to purchase such Class A Units.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties hereto agree as follows:

1.Sale and Purchase of Class A Units. The Company has authorized the sale and issuance to Executive of, and hereby sells and issues to Executive, the number of total Class A Units of the Company indicated on the Offering Schedule at a price per Class A Unit of $1.80 for an aggregate purchase price set forth on the Offering Schedule (the “Purchase Price”).  The Class A Units purchased pursuant to this Section 2(a) shall constitute “Purchased Units.”

(b)Payment of the Purchase Price shall be made on the date hereof (the “Effective Date”) by means of any combination of a check or wire transfer of immediately available funds in an amount equal to the Purchase Price.  The sale and issuance of the Purchased Units is conditioned on the receipt in full of the Purchase Price by the Company on the Effective Date.

2.Purchase Terms.  Executive, intending to be legally bound, hereby irrevocably subscribes for and purchases and accepts the Purchased Units on the terms and conditions set forth herein.  By execution of this Agreement, Executive acknowledges that the Company is relying upon the accuracy and completeness of the representations and warranties of Executive contained herein in complying with its obligations under the Securities Act and similar state securities laws.  Executive acknowledges that it is a condition to the Company’s issuance of the Purchased Units that Executive become a party to the LLC Agreement, the Unitholders Agreement, and the Registration Agreement simultaneous with the execution of this Agreement, unless the Executive is already a party to such agreements.

(b)It is understood and agreed that the Class A Units are currently uncertificated.  Until a Liquidity Event, any certificates evidencing Class A Units (if such Class A Units become certificated) shall be held by the Company for the benefit of Executive and the other holder(s) of Class A Units, if any.  Any certificates evidencing Class A Units held by

Executive or Executive’s Permitted Transferee shall be delivered by Executive to the Company, together with appropriate irrevocable unit powers undated and duly executed in blank sufficient to transfer title thereto upon the occurrence of a Liquidity Event other than an IPO or otherwise upon a repurchase of such Units hereunder.  Upon the occurrence of a Liquidity Event other than an IPO, the Company shall either (i) return to the record holders thereof any certificates representing the Units, together with unit powers previously delivered by Executive, or (ii) deliver to the record holders of the Class A Units all proceeds received by the Company from the transfer of the Class A Units in connection with such Liquidity Event.  Upon the occurrence of an IPO, the Company shall return to the record holders thereof any certificates representing public stock, together with unit powers previously delivered by Executive.

3.Representations and Warranties of the Company.  As a material inducement to Executive to enter into this Agreement and purchase the Purchased Units, the Company hereby represents and warrants to Executive that:

(a)Organization.  The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

(b)Authorization; No Breach.  The execution, delivery and performance of this Agreement have been duly authorized by the Company.  The execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein will not result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any other obligation of the Company.

(c)Capital of the Company.  The outstanding equity interests of the Company as of February 16, 2011 consist of approximately the number set forth in the Offering Summary delivered to Executive (the “Offering Summary”).  The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity interests or any warrants, options or other rights to acquire its equity interests, except pursuant to the LLC Agreement, the Registration Agreement, the Unitholders Agreement and the Equity Plans (as defined in the Offering Summary).  All of the Company’s outstanding Units, including the Units issued hereunder, are validly issued.

4.Executive’s Representations and Warranties.  In connection with the purchase and sale of the Purchased Units hereunder, Executive hereby represents and warrants to the Company that:

(a)Executive’s Investment Representations.  Executive hereby represents that he, she or it is acquiring the Purchased Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Executive acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to Executive in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained herein and in the LLC Agreement.

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(b)No Conflict.  The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Executive or (ii) any contract to which Executive is a party or by which Executive or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Executive.  Executive hereby further represents and warrants to the Company that:

(i)Executive is an officer or employee of Nuveen or one of its Subsidiaries;

(ii)Executive acknowledges that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive;

(iii)Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Purchased Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Unitholders Agreement, and an Offering Summary (including exhibits thereto)) as Executive may have requested in making his, her or its decision to invest in the Purchased Units being issued hereunder;

(iv)Executive is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Purchased Units such that Executive is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act;

(v)Executive is able to bear the economic risk and lack of liquidity of an investment in the Company and is able to bear the risk of loss of his, her or its entire investment in the Company, and Executive fully understands and agrees that he, she or it may have to bear the economic risk of his, her or its purchase for an indefinite period of time because, among other reasons, the Purchased Units have not been registered under the Securities Act or under the securities laws of any state or foreign nation and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such registration is available;

(vi)Executive acknowledges that the Purchased Units are subject to the restrictions contained in the LLC Agreement, the Unitholders Agreement, and the

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Registration Agreement, and Executive has received and reviewed a copy of the LLC Agreement, the Unitholders Agreement, and the Registration Agreement;

(vii)Executive will not sell or otherwise transfer Purchased Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of Purchased Units by Executive or subsequent holders of Purchased Units will be in compliance with the provisions of this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement;

(viii)Executive acknowledges that any certificate representing Purchased Units shall include such legend(s) as the Company determine are necessary or advisable;

(ix)Executive has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Executive is a party and the purchase of the Purchased Units hereunder have been duly authorized by Executive;

(x)Executive has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Executive to acquire the Purchased Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Purchased Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a unitholder of the Company; and

(xi)Executive is not acquiring the Purchased Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in securities generally.

(d)Additional Acknowledgements.  As an inducement to the Company to issue the Purchased Units to Executive and as a condition thereto, Executive hereby acknowledges and agrees that:

(i)Neither the issuance of the Purchased Units to Executive nor any provision contained in this Agreement, the LLC Agreement, the Registration Agreement or the Unitholders Agreement shall entitle Executive to remain in the employment of the

4

Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Executive’s employment at any time; and

(ii)Except as required under the LLC Agreement, the Registration Agreement, the Unitholders Agreement or applicable law, the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time.

5.Compensatory Arrangements; Rule 701 Exemption. The Company and Executive hereby acknowledge and agree that this Agreement has been executed and delivered, and the Purchased Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Executive. Each of the Units granted hereunder is intended to qualify for an exemption from the registration requirements under the Securities Act, pursuant to Rule 701 (the “Exemption”) and under similar exemptions under applicable state securities laws. In the event that any provision of this Agreement would cause the Units granted hereunder to not qualify for the Exemption or any other applicable such exemption from registration under the Securities Act, Executive and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Units to qualify for the Exemption.

6.Restrictions Generally. The Class A Units are subject to the provisions of the Unitholders Agreement, the Registration Agreement and LLC Agreement which provide, among other things, restrictions on transfer, certain drag-along and tag-along rights, holdback provisions, and repurchase rights on the Class A Units held by Executive. The Company acknowledges that certain limited transfers to Permitted Transferees are permissible, as further detailed in the Unitholders Agreement and the LLC Agreement.

7.Additional Transfer Restrictions. Restrictive Legend.  Any certificates representing the Class A Units shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE PROVISIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS A UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF FEBRUARY 25, 2011, AND A SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENT DATED AS OF OCTOBER 11, 2010, COPIES OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

(b)Transfer of Class A Units.  Prior to the Transfer of any Class A Units (other than pursuant to a Public Sale or a Sale of the Company) to any Person, the Transferring holder of Class A Units subject to this Agreement shall cause the prospective Transferee to be bound by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement and to execute and deliver to the Company and the other unitholders of the Company

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a counterpart of or joinder to the LLC Agreement, the Registration Agreement and the Unitholders Agreement as a condition to the effectiveness of such Transfer. Upon the execution and delivery of such counterpart or joinder by such Person, subject to the requirements of the LLC Agreement, such Person’s acquired Class A Units shall be “Class A Units” under this Agreement.

(c)Opinion of Counsel. No holder of Purchased Units may Transfer any Purchased Units (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act or any applicable state securities law is not required in connection with such transfer; provided that in the case of a Transfer to a Permitted Transferee such opinion will be required only if reasonably requested by the Company.

8.Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute.

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Executive” has the meaning set forth in the preamble.

“Investor Member” has the meaning given such term in the LLC Agreement.

“IPO” has the meaning given such term in the LLC Agreement.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Executive, any property or his assets.

“Liquidity Event” has the meaning given such term in the LLC Agreement as of the date hereof, and for purposes of the definition as used in this Agreement, subject to amendment only as provided in Section 10(l) this Agreement.

“LLC Agreement” means the Company’s Third Amended and Restated Limited Liability Company Agreement as of the Effective Date (as the same may hereafter be amended, supplemented or otherwise modified from time to time in accordance with its terms).

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“New Restatement Date” has the meaning given such term in the LLC Agreement.

“Nuveen” means Nuveen Investments, Inc., a Delaware corporation.

“Offering Schedule” means that Windy City Investments Holdings, L.L.C. Offering Schedule entered into by Executive.

“Permitted Transferee” has the meaning given such term in the Unitholders Agreement.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Public Sale” has the meaning given to the term in the LLC Agreement.

“Sale of the Company” has the meaning given such term in the LLC Agreement.

“Registration Agreement” has the meaning given such term in the LLC Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time and any successor statute, and any rules or regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unit” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Second Amended and Restated Unitholders Agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, between the Company and certain of its unitholders.

9.Notices.  Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Windy City Investments Holdings, L.L.C.

c/o Madison Dearborn Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile:  (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

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with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile:  (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

and

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Facsimile:  (312) 861-2200

Telephone: (312) 861-2000

Electronic mail: rporter@kirkland.com

Attention:  Richard W. Porter, P.C.

Notices to Executive:

At the Executive’s address provided on the signature page hereto.

with copies to (which shall not constitute notice):

Winston & Strawn LLP

35 West Wacker Drive

Chicago, IL 60601

Facsimile: (312) 558-5700

Telephone: (312) 558-5600

Electronic mail: sgavin@winston.com

Attention: Steven J. Gavin

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

10.General Provisions.

(a)Transfers in Violation of Agreement.  Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement, the LLC Agreement, or the Unitholders Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

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(b)Irrevocability; Binding Effect on Successors and Assigns.  Executive hereby acknowledges and agrees that, except as provided under applicable federal state, or foreign securities laws, the purchase hereunder is irrevocable, that Executive is not entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the Unitholders Agreement or any agreements of Executive hereunder, and that this Agreement, the LLC Agreement, the Unitholders Agreement and such other agreements shall survive the death or disability of Executive and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns.  If Executive is more than one person, the obligations of Executive hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Units).  The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(c)Survival of Covenants, Representations and Warranties.  All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the LLC Agreement, and the Unitholders Agreement and the consummation of the transactions contemplated hereby and thereby.

(d)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(e)Complete Agreement.  This Agreement, the LLC Agreement, the Unitholders Agreement, the Registration Agreement and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f)Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(g)Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h)No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent,

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and no rule of strict construction shall be applied against any person.  The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(i)Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(j)WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(k)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(l)Amendment and Waiver.  The provisions of this Agreement may be amended and waived with the prior consent of the Board (on behalf of the Company and the Investor Members) and the holders of a majority of the Class A Units issued pursuant to all Class A Purchase Agreements, including this Agreement, entered into between the Company and any Executive; provided that if such amendment or waiver would disproportionately and adversely affect the rights of an Executive (or group of Executives) as compared to other Executives (or group of Executives), such waiver and amendment will require the consent of such adversely affected Executive (or group of Executives).

(m)Community Property.  If, as of the date hereof, Executive is lawfully married and Executive’s address or the permanent residence of Executive’s spouse is located in a community property jurisdiction, Executive’s spouse shall execute and deliver to the Company on the Effective Date the Consent in the form of Exhibit A attached hereto.

(n)Third-Party Beneficiary.  The Company and Executive acknowledge that each of the Investor Members is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(o)Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

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sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Class A Unit Purchase Agreement on the date first written above.

[Executive]

[Signature]

[State of Residence]

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

By:

Name:

Its:

Signature Page to Class A Unit Purchase Agreement

EXHIBIT A

SPOUSAL CONSENT

The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Class A Unit Purchase Agreement executed by Executive as of the date hereof and that I understand its contents.  I am aware that the foregoing Class A Unit Purchase Agreement provides for the sale or repurchase of my spouse’s Class A Units under certain circumstances and/or imposes other restrictions on such securities (including, without limitation, restrictions on transfer).  I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:                        , 2011
Spouse’s Name:
	Date:                        , 2011
Witness’ Name:

A-1

EX-10.10

Exhibit 10.10

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

FORM OF CONTINUING DEFERRED CLASS A UNIT GRANT AGREEMENT

This Deferred Class A Unit Grant Agreement (this “Agreement”) is made as of August 13, 2008, between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Director”). 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.

WHEREAS, the Company desires to grant the Director the right to receive the number of deferred Class A Units (the “Deferred Units”) described in Section 1 hereof as an incentive to serve as a member of the Boards;

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, the Company and the Director hereby agree as follows:

1.Grant of Deferred Units. Subject to the terms of this Agreement, the Company hereby grants,

(a)effective as of the date hereof, to the Director                  Deferred Units ; and

(b)on each February 13, May 13, August 13 and November 13 after the date hereof that Director has during the prior quarterly period served on the Boards, (i) Deferred Units with a Liquidation Value of $17,500 (currently $31,250 pursuant to a Board resolution); plus (ii) for each meeting of the Boards and the committees of the Boards of which Director is a member that the Director attends during such quarterly period and for each unanimous written consent of such Boards or such committees executed by such Director during such quarterly period, Deferred Units with a Liquidation Value of $2,000 (provided that for joint meetings or joint unanimous written consents of such Boards or overlapping such committees (i.e. the Compensation Committees of the Company and Holdings, only one such $2,000 grant will be made); plus (iii) if the Director is the chair of the Company’s Audit and Compliance Committee during such quarterly period, Deferred Units with a Liquidation Value of $3,750; and plus (iv) if the Director is the chair of any other Board Committee during such quarterly period, Deferred Units with a Liquidation Value of $2,500. Notwithstanding the foregoing, if Director notifies the Company at least 10 days prior to a calendar year (beginning with 2009) that he elects to receive all or any portion of such amounts in cash rather than additional Deferred Units during that calendar year, the Company will pay the amount specified by the Director in cash and any remaining amount in Deferred Units during that calendar year.

Each Deferred Unit represents, or will at the time of grant represent, the right to receive, subject to the terms of this Agreement, one Class A Unit with a Liquidation Value and all other terms and conditions equivalent to all then outstanding Class A Units.

2.Accounts

(a)Director Accounts. The Company will establish a separate notional account (the “Deferred Unit Account”) for the Director and will record in such account the aggregate number of Deferred Units granted to the Director under this Agreement, and any distributions made with respect to such Deferred Units as provided in Section 4.

(b)Corporate Adjustments.

(i)In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Director with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.

(ii)If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.

(iii)Upon receipt by the Director of any such substitute awards (or payment) as a result of any such Company Event, the Director’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Director.

3.Vesting. Each of the Deferred Units issued hereunder shall be fully vested when issued.

4.Cash Distribution Rights. The Director shall be entitled to receive all cash distributions paid with respect to the Class A Units credited to his or her Deferred Unit Account, provided that any such distribution credited to the Director’s Deferred Unit Account by the Company on behalf of the Director shall be paid (by the Company or by Windy Holdings) only at the time the underlying Deferred Unit is settled pursuant to Section 5 . Any such cash distributions shall be notionally invested in accounts or other programs to be offered by the Board at its reasonable discretion.

5.Settlement

(a)General.  Upon the earliest to occur (the “Settlement Date”) of (i) a Liquidity Event other than an IPO which also constitutes a change in control event within the meaning of Code § 409A(a)(2)(A)(v) and the regulations promulgated thereunder, (ii) the date that is 30 days following Director’s removal or resignation from the Boards and (iii) May 13, 2015, the Director shall, subject to Section 2(b)(i), receive a distribution of the amounts credited to the Director’s Deferred Unit Account, including all distributions credited to the Director’s Deferred Unit Account pursuant to Section 4 with respect to such Deferred Units. On or before any Settlement Date, the Director shall become a party to the LLC Agreement, the Registration Agreement, the Unitholders Agreement and a Class A Unit Purchase Agreement (or equivalent agreement with respect to other securities or property, if applicable) (the “Unit Purchase Agreements”) in form and substance reasonably consistent with such agreements in effect on or about the date hereof. Except as set forth herein, all distributions hereunder shall be made in kind with respect to securities and other property credited to a Director’s Deferred Unit Account.

(b)Cash in Lieu of Property.  Notwithstanding any other provision of this Agreement, if the Settlement Date is by reason of Section 5(a)(ii) then in lieu of delivering Class A Units or other securities or property credited to the Director’s Deferred Unit Account in respect of all or a portion of the Deferred Units, the Company may deliver to the Director an amount of cash equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property.

(c)Settlement in Stock of Windy Holdings.  Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Director’s Deferred Unit Account (other than cash distributions pursuant to Section 4) in respect of all or a portion of the Deferred Units, the Company or Windy Holdings may deliver shares of stock of Windy Holdings having a Fair Market Value equal to the Liquidation Value of such Class A Units or the Fair Market value of such other securities or property as of the date that such shares, securities or property would otherwise be delivered. If a distribution is made in the form of stock of Windy Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to agree to exchange such Windy Holdings stock (or replacement equity) after the distribution for Units or nonvoting equity interests of Holdings (or replacement equity) in an amount of Class A Units (or replacement equity) with a Liquidation Value equal to the Fair Market Value of Windy Holdings stock (or replacement equity) so exchanged.

(d)Withholding.  Except as provided in Section 5(e), Director shall be required to remit in cash to the Company all required withholding amounts associated with settlement of the Deferred Units, as determined by the Company in its reasonable discretion. Subject to applicable law, Director agrees that the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Director.

(e)Notwithstanding Section 5(d) and subject to the procedures specified by the Company from time to time, the Director may satisfy all or part of the tax withholding obligations in connection with a Deferred Unit or the settlement thereof by (a) having the Company withhold Class A Units or other securities or property credited to the Director’s Deferred Unit Account otherwise deliverable pursuant to Section 5 with a Liquidation Value or Fair Market Value, as the case may be, equal to the Company’s minimum statutory withholding requirements, or (b) having the Director deliver to the Company already-owned Class A Units having a Liquidation Value equal to the amount required to be withheld, provided such Class A Units shall have been held by the Director for

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at least six months; and provided further that this Section 5(e) shall not apply to if, and to the extent that, the Board determines that its application poses a material risk of jeopardizing the Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to satisfy its then existing or anticipated capital requirements or compliance with applicable covenants in its credit or finance agreements.

6.Administration.

(a)Authority of the Board. The Board shall have all powers and discretion necessary or appropriate to administer this Agreement and to control its operation, including, but not limited to, the power to (i) interpret and construe this Agreement, (ii) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of this Agreement, (iii) interpret, amend or revoke any such procedures or rules, (iv) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in this Agreement, and (v) make all other decisions and determinations that may be required pursuant to this Agreement or as the Board deems necessary or advisable to administer this Agreement provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(b)Actions of the Board. The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement. The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(c)Delegation by the Board. The Board in its sole discretion and on such terms and conditions as it may provide in accordance with the LLC Agreement may delegate all or any part of its authority and powers under this Agreement in accordance with the terms and conditions of the LLC Agreement.

(d)Nothwithstanding the foregoing, Director shall recuse himself from any action of the Boards directly related to this Agreement.

7.Director’s Representations and Warranties. In connection with the purchase and sale of the Deferred Units and the settlement of Deferred Units hereunder, Director hereby represents and warrants to the Company that:

(a)Director’s Investment Representations. Director is acquiring the Deferred Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Director acknowledges that the Deferred Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Deferred Units will be issued to Director in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Director’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict. The execution, delivery and performance by Director of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Director or (ii) any contract to which Director is a party or by which Director or any of its properties or assets may be bound or affected.

(c)Other Representations and Warranties of Director.

(i)Director is a member of the Boards;

(ii)Director has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company (including access to the Company’s Certificate, the LLC Agreement, the Registration Agreement, the Unitholders Agreement, and an offering summary (including exhibits thereto)) as Director may have requested in making his, her or its decision to invest in the Deferred Units being issued hereunder;

(iii)Director is an “accredited investor” as defined in Rule 501(a) under the Securities Act and/or has, by reason of his or her business and financial experience and the business and financial experience of those retained by him or her such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of holding the Deferred Units such that Director is sophisticated as contemplated by Rule 506(b)(2)(ii) under the Securities Act;

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(iv)Director acknowledges that the Class A Units that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the LLC Agreement, the Registration Agreement and the Unitholdcrs Agreement, and Director has received and reviewed a copy of the LLC Agreement, the Registration Agreement and the Unitholders Agreement;

(v)Director will not sell or otherwise transfer the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of the Class A Units that may be issued upon settlement of any Deferred Units by Director or subsequent holders of the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement;

(vi)Director acknowledges that any certificate representing the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determine are necessary or advisable regarding any restrictions contained in this Agreement, the LLC Agreement, the Registration Agreement, the Unitholders Agreement, or any other agreement with respect to which Director is a party or is bound;

(vii)Director has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the LLC Agreement, and the Unitholders Agreement; and the execution, delivery and performance of this Agreement, the LLC Agreement, the Unitholders Agreement and all other agreements contemplated hereby and thereby to which Director is a party have been duly authorized by Director;

(viii)Director has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Director to acquire the Deferred Units pursuant to this Agreement has been made by Director independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a Unitholder of the Company; and

(ix)Director is not acquiring the Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Director in connection with investments in securities generally.

(d)Additional Acknowledgements. As an inducement to the Company to issue the Deferred Units to Director and as a condition thereto, Director hereby acknowledges and agrees that:

(i)Neither the issuance of the Deferred Units to Director nor any provision contained in this Agreement, the LLC Agreement, the Registration Agreement, or the Unitholders Agreement shall entitle Director to remain a member of the Boards or affect the right of the Boards to terminate Director’s service as a director or manager at any time; and

(ii)Except as expressly set forth in the LLC Agreement, the Registration Agreement, the Unitholders Agreement or as required by applicable law, in connection with the grant of Deferred Units hereunder and any subsequent actions with respect to such Deferred Units or securities issued in settlement of such Deferred Units, the Company shall have no duty or obligation to disclose to Director, and Director shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.

8.Compensatory Arrangements: Rule 701 Exemption. The Company and Director hereby acknowledge and agree that this Agreement has been executed and delivered, and the Deferred Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. Each of the Deferred Units granted hereunder is intended to qualify for an exemption from the registration requirements under the Securities Act, pursuant to Rule 701 (the “Exemption”) and under similar exemptions under applicable state securities laws. In the event that any provision of this Agreement would cause the Deferred Units granted hereunder to not qualify for the Exemption or any other applicable exemption from registration under the Securities Act, Director and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Deferred Units to qualify for the Exemption.

9.Definitions.

(a)For the purposes of this Agreement, the following terms have the meanings set forth below:

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“Affiliate” has the meaning given such term in the LLC Agreement.

“Boards” means the Board of Managers of Holdings and the Boards of Directors of Windy Holdings and of the Company.

“Cause” has the meaning given such term in the Director’s Class B Unit Grant Agreement.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Class B Unit Grant Agreement” means Director’s Class B Unit Grant Agreement, dated August 13, 2008, by and between the Director and Holdings.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” has the meaning given such term in the preamble.

“Disability” has the meaning given such term in the Director’s Class B Unit Grant Agreement.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Good Reason” has the meaning given such term in the Director’s Class B Unit Grant Agreement.

“Holdings” means Windy City Investments Holdings, L.L.C., a Delaware limited liability company.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Director, any property or his assets.

“Liquidation Value” has the meaning given such term in the LLC Agreement.

“Liquidity Event” has the meaning given such term in the LLC Agreement.

“LLC Agreement” means Holding’s Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Permitted Transferee” has the meaning given such term in the LLC Agreement.

“Restatement Date” means November 13, 2007.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute, and any rules or regulations promulgated thereunder.

“Settlement Date” has the meaning given such term in Section 5.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Unitholders Agreement, dated as of the date hereof, as amended from time to time, between Holdings and certain of its unitholders.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

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10.Notices. Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

33rd Floor

Chicago, IL 60606

Facsimile: (312) 917-7952

Telephone: (312) 917-7955

Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

Notices to Director:

At the Director’s address provided on the signature page hereto.

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

11.General Provisions

(a)No Rights as Unitholder. Except to the limited extent provided in Section 4, no Director (nor any beneficiary) shall have any of the rights or privileges of a unitholder or member of Holdings with respect to any Deferred Units (or settlement thereof), unless and until certificates representing Class A Units in settlement of Deferred Units shall have been issued and recorded on the records of Holdings or its transfer agents or registrars.

(b)No Corporate Action Restriction. The existence of this Agreement and/or the Deferred Units granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the unitholders or shareholders of Holdings or the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in Holdings’ or the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Holdings, Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of Holdings, the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other similar act or proceeding by Holdings, the Company or any Subsidiary or Affiliate. No Director, beneficiary or any other person claiming through the Director shall have any claim against the Board, Holdings, the Company or any Subsidiary or Affiliate, or any employees, officers, unitholders, shareholders or agents of Holdings, the Company or any Subsidiary or Affiliate, solely as a result of any such action.

(c)Restrictions on Transfers; Transfers in Violation of Agreement. The Deferred Units are not transferable, in whole or in part, and they may not, directly or indirectly, be Transferred or otherwise disposed of or encumbered (including, but not limited to, by gift or otherwise) other than by will or by the laws of descent and distribution to the estate of the Investor upon the Investor’s death. Any Transfer or attempted Transfer of any Deferred Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported Transferee of such Deferred Units as the owner of such Deferred Units for any purpose.

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(d)Irrevocability: Binding Effect on Successors and Assigns. Director hereby acknowledges and agrees that, except as provided under applicable federal state, or foreign securities laws, that Director is not entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the Unitholders Agreement or any agreements of Director hereunder, and that this Agreement, the LLC Agreement, the Unitholders Agreement and such other agreements shall survive the death or disability of Director and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns. If Director is more than one person, the obligations of Director hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Deferred Units). The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(e)Survival of Covenants, Representations and Warranties. All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the LLC Agreement, and the Unitholders Agreement and the consummation of the transactions contemplated hereby and thereby.

(f)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g)Complete Agreement. This Agreement, the LLC Agreement, the Unitholders Agreement, the Registration Agreement and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h)Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i)Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(J)No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person. The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(K)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(L)WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(m)Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(n)Amendment and Waiver. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Director and the Board (on behalf of the Company and the Investor Members);

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(o)Community Property. If, as of the date hereof, Director is lawfully married and Director’s address or the permanent residence of Director’s spouse is located in a community property jurisdiction, Director’s spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit A attached hereto.

(p)Third-Party Beneficiary. The Company and Director acknowledge that each Investor Member is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(q)Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*****

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IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit Grant Agreement on the date first written above.

NUVEEN INVESTMENTS, INC.

By:

Name:

Its:

[Name]

[Address]

Signature Page to Deferred Unit Grant Agreement

EXHIBIT A

SPOUSAL CONSENT

The undersigned spouse of Director hereby acknowledges that I have read the foregoing Deferred Unit Grant Agreement executed by Director as of the date hereof and that I understand its contents. I am aware that the foregoing Deferred Unit Grant Agreement imposes restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

Date:	, 2008
Spouse’s Name
Date:	, 2008
Witness’ Name

EX-10.11

Exhibit 10.11

NUVEEN INVESTMENTS, INC.

FORM OF SPECIAL DEFERRED UNIT ISSUANCE AGREEMENT

This Special Deferred Unit Issuance Agreement (this “Agreement”) is made as of               , 20   (the “Grant Date”), between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and the undersigned below (“Employee”). Except as otherwise defined herein or in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 10 hereof.

WHEREAS, the Company desires to grant the Employee the right to receive the number of deferred Class A Units indicated on the signature page to this Agreement as an incentive to remain with the Company (the “Deferred Units”);

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, the Company and the Employee hereby agree as follows:

1.Grant of Deferred Units. Subject to the terms of this Agreement, the Company hereby grants, effective as of the date hereof, to the Employee the number of Deferred Units indicated on the signature page to this Agreement, each of which represents the right to receive, subject to the terms of this Agreement, one Class A Unit with a Liquidation Value and all other terms and conditions equivalent to all then outstanding Class A Units.

2.Accounts

(a)Employee Accounts. The Company will establish a separate notional account (the “Deferred Unit Account”) for the Employee and will record in such account the aggregate number of Deferred Units granted to the Employee under this Agreement, the vesting of any Deferred Units, and any distributions made with respect to such Deferred Units as provided in Section 4.

(b)Corporate Adjustments.

(i)In the event that any distribution (in the form of Class A Units, other securities or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Class A Units or other securities of Holdings, or other transaction or event involving Holdings or Class A Units (each a “Company Event”) affects the Deferred Units such that the Board determines that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Agreement, the Board shall equitably adjust any or all of the number of Class A Units or other securities (or number and kind of other securities or property) subject to the Deferred Units or take such other action as the Board determines to be appropriate to preserve the value, rights and benefit of any affected Deferred Units granted hereunder. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Employee with any rights to an adjustment in respect of the Deferred Units in the event Holdings issues additional Units (as defined in the LLC Agreement), warrants, options or other rights to purchase or otherwise acquire Units in exchange for equivalent value (in cash, in kind or in services) as determined in the sole discretion of the Board.

(ii)If Holdings enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including, but not limited to, replacing Deferred Units with substitute awards in respect of the Class A Units, other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, including without limitation, as to the number of securities or amount of property, pricing and value of such securities or property or otherwise, which shall substantially preserve the value, rights and benefits of any affected Deferred Units granted hereunder as of the date of the consummation of the Company Event.

(iii)Upon receipt by the Employee of any such substitute awards (or payment) as a result of any such Company Event, the Employee’s Deferred Units shall be thereupon cancelled without the need for obtaining the consent of the Employee.

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3.Vesting.

(a)General. Each of the Deferred Units issued hereunder shall be subject to vesting as set forth in Exhibit A. Deferred Units which have become vested pursuant to this Section 3, including Exhibit A, are referred to herein as “Vested Deferred Units,” and Deferred Units that have not become Vested Deferred Units are referred to herein as “Unvested Deferred Units.”

(b)Cancellation of Deferred Units. If Employee’s Engagement terminates for any reason, after giving effect to any acceleration of vesting caused by or resulting from such termination, all Unvested Deferred Units of such Employee shall be automatically cancelled on the date of termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Unvested Deferred Units.

4.Cash Distribution Rights. The Employee shall be entitled to receive all cash distributions paid with respect to each Class A Unit credited to his or her Deferred Unit Account, provided that any such distribution credited to the Employee’s Deferred Unit Account by the Company on behalf of the Employee shall be paid (by the Company or by Windy Holdings) only at the time the underlying Deferred Unit is settled pursuant to Section 5 and only if such Deferred Unit is a Vested Deferred Unit on the Settlement Date (as defined below). Any such cash distributions shall be notionally invested in accounts or other programs to be offered by the Board at its reasonable discretion. For the sake of clarity, the Employee shall forfeit any distributions related to Unvested Deferred Units upon any forfeiture of such Unvested Deferred Unit.

5.Settlement

(a)General. The Employee will receive a distribution of the amounts credited to the Employee’s Deferred Unit Account, including all distributions credited to the Employee’s Deferred Unit Account pursuant to Section 4 with respect to such Deferred Units, as provided in Exhibit A. The date of such distribution is referred to collectively herein as the “Settlement Date.”

(b)On or before any Settlement Date, the Employee shall become a party to the LLC Agreement, the Registration Agreement, and a Unitholders Agreement, as may be amended from time to time and in form and substance reasonably consistent with such agreements in effect as of the date hereof and with any generally applicable amendments thereto, unless the Employee is already a party to such agreements (collectively, the “Unit Acquisition Agreements”) and as a condition to the grant of the Deferred Units hereunder, Employee hereby agrees to execute a joinder to any of the Unit Acquisition Agreements to which the Employee is not already a party, with such joinder to be effective on any Settlement Date to the extent required. Except as set forth herein, all distributions hereunder shall be made in kind with respect to securities and other property credited to an Employee’s Deferred Unit Account.

(c)Cash in Lieu of Property. Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account in respect of all or a portion of the Deferred Units, the Company may deliver to the Employee an amount of cash equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property.

(d)Settlement in Stock of Windy Holdings. Notwithstanding any other provision of this Agreement, in lieu of delivering Class A Units or other securities or property credited to the Employee’s Deferred Unit Account (other than cash distributions pursuant to Section 4) in respect of all or a portion of the Vested Deferred Units, the Company or Windy Holdings may deliver shares of stock of Windy Holdings having a Fair Market Value equal to the Liquidation Value of such Class A Units or the Fair Market Value of such other securities or property as of the date that such shares, securities or property would otherwise be delivered. If a distribution is made in the form of stock of Windy Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to exchange such Windy Holdings stock (or replacement equity) after the distribution for Units or nonvoting equity interests of I Ioldings (or replacement equity) for an amount of Class A Units (or replacement equity) with a Liquidation Value equal to the Fair Market Value of Windy Holdings Stock (or replacement equity) so exchanged.

(e)Withholding. Except as provided in Section 5(f), Employee shall be required to remit in cash to the Company all required withholding amounts associated with settlement of the Deferred Units, as determined by the Company in its reasonable discretion. Subject to applicable law, Employee agrees that the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Employee, including salary or bonus payments.

(f)Notwithstanding Section 5(e) and subject to the procedures specified by the Company from time to time, the Employee shall satisfy the tax withholding obligations in connection with a Deferred Unit or the settlement thereof by having the Company withhold Class A Units or other securities or property credited to the Employee’s Deferred Unit Account otherwise deliverable pursuant to Section 5 with a fair market value equal to the Company’s minimum statutory withholding requirements;

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provided that this Section 5(f) shall not apply if, and to the extent that, the Board determines that its application poses a material risk of jeopardizing the Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to satisfy its then existing or anticipated capital requirements or compliance with applicable covenants in its credit or finance agreements.

6.Administration.

(a)Authority of the Board. The Board shall have all powers and discretion necessary or appropriate to administer this Agreement and to control its operation, including, but not limited to, the power to (i) interpret and construe this Agreement, (ii) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of this Agreement, (iii) interpret, amend or revoke any such procedures or rules, (iv) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in this Agreement, (v) determine which Unit Acquisition Agreements must be executed in connection with the Agreement and the timing for the required execution of a Unit Acquisition Agreement, and (vi) make all other decisions and determinations that may be required pursuant to this Agreement or as the Board deems necessary or advisable to administer this Agreement provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(b)Actions of the Board. The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement. The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.

(c)Delegation by the Board. The Board in its sole discretion and on such terms and conditions as it may provide in accordance with the LLC Agreement may delegate all or any part of its authority and powers under this Agreement in accordance with the terms and conditions of the LLC Agreement.

7.Confidentiality. Other than as appropriate to the implementation of duties in the ordinary course of Employee’s employment by the Company or its Subsidiaries, and except as specifically authorized by the Board or Employee’s direct supervisor, Employee shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its Subsidiaries, or (ii) other technical, business, proprietary or financial information of the Company or of any of its Subsidiaries not available to the public generally or to Competitors (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission by Employee or (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Employee gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order. For the avoidance of doubt, “Confidential Information” shall include the terms and provisions of this Agreement, the LLC Agreement, any Unit Acquisition Agreement, and the Unitholders Agreement, except as required by law or the rules of any national securities exchange or as disclosed to Employee’s advisors on a need-to-know basis under instructions to maintain the confidentiality hereof. Promptly following the termination of Employee’s Engagement, Employee shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential information which Employee may then possess or have under his/her control (together with all copies thereof).

8.Employee’s Representations and Warranties. In connection with the grant of the Deferred Units and the settlement of Deferred Units hereunder, Employee hereby represents and warrants to the Company that:

(a)Employee’s Investment Representations. Employee is acquiring the Deferred Units to be acquired by him, her or it hereunder for his, her or its own account with the present intention of holding such securities for investment purposes and that he, she or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Employee acknowledges that the Deferred Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Deferred Units will be issued to Employee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Employee’s representations and agreements contained herein and in the LLC Agreement.

(b)No Conflict. The execution, delivery and performance by Employee of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (with or without the giving of notice, the lapse of time. or both) result in a violation or breach of conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) any Legal Requirements applicable to Employee or (ii) any contract to which Employee is a party or by which Employee or any of its properties or assets may be bound or affected.

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(c)Other Representations and Warranties of Employee.

(i)Employee is an officer or employee of the Company or one of its Subsidiaries;

(ii)Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Deferred Units to be acquired by him, her or it hereunder and has had full access to such other information concerning the Company, including any Unit Acquisition Agreements, as Employee may have requested in making his, her or its decision to invest in the Deferred Units being issued hereunder;

(iii)Employee acknowledges that the Class A Units that may be issued in settlement of the Deferred Units will be subject to the restrictions contained in the Unit Acquisition Agreements;

(iv)Employee will not sell or otherwise transfer the Class A Units that may be issued upon settlement of any Deferred Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any transfer of the Class A Units that may be issued upon settlement of any Deferred Units by Employee or subsequent holders of the Class A Units that may be issued upon settlement of any Deferred Units will be in compliance with the provisions of this Agreement;

(v)Employee acknowledges that any certificate representing the Class A Units that may be issued in settlement of the Deferred Units shall include such legend(s) as the Company determines are necessary or advisable regarding any restrictions contained in this Agreement, the Unit Acquisition Agreements or any other agreement with respect to which Employee is a party or is bound;

(vi)Employee has all requisite legal capacity and authority and all material authorizations necessary to carry out the transactions contemplated by this Agreement, the Unit Acquisitions Agreements and all other agreements contemplated hereby and thereby to which Employee is a party have been duly authorized by Employee;

(vii)Employee has relied on the advice of, or has consulted with, only his, her or its own legal, financial and tax advisors and the determination of Employee to acquire the Deferred Units pursuant to this Agreement has been made by Employee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a Unitholder of the Company; and

(viii)Employee is not acquiring the Deferred Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Employee in connection with investments in securities generally.

(d)Additional Acknowledgements. As an inducement to the Company to issue the Deferred Units to Employee and as a condition thereto, Employee hereby acknowledges and agrees that:

(i)Neither the issuance of the Deferred Units to Employee nor any provision contained in this Agreement or the Unit Acquisition Agreements shall entitle Employee to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the Company and/or any of its Subsidiaries to terminate Employee’s employment at any time; and

(ii)Except as expressly set forth in the Unit Acquisition Agreements or as required by applicable law, the Company shall have no duty or obligation to disclose to Employee, and Employee shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.

9.Compensatory Arrangements; Securities Laws Exemption. The Company and Employee hereby acknowledge and agree that this Agreement has been executed and delivered, and the Deferred Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and any of its Subsidiaries and Employee. Each of the Deferred Units granted hereunder is intended to qualify for one or more exemptions from the registration requirements under the Securities Act, (including, pursuant to Rule 701) and under similar exemptions under applicable state securities laws (collectively,

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the “Exemptions”). In the event that any provision of this Agreement would cause the Deferred Units granted hereunder to not qualify for any of the Exemptions or any other applicable exemption from registration under the Securities Act, Employee and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the Deferred Units to qualify for any of the Exemptions.

10.Definitions.

(a)For purposes of this Agreement, including the exhibits hereto, terms defined elsewhere in this Agreement shall have the meanings set forth herein, and the following Terms have the meanings set forth below:

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of Holdings.

“Cause” shall have the meaning provided in the Employee’s employment agreement, provided that if no such agreement exists, “Cause” shall mean: (i) the willful and continued failure of Employee to perform substantially Employee’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Employee by the Board or its representatives, which specifically identifies the manner in which the Board believes that Employee has not substantially performed Employee’s duties; (ii) the willful engaging by Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by Employee with respect thereto; (iv) a material breach by Employee of the restrictive covenants included in Section 7; or (v) a willful or reckless violation of a material regulatory requirement, or of any material written Company policy or procedure, that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

“Class A Units” has the meaning given such term in the LLC Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Engaged” as to an Employee means (i) employed by the Company or any of its Subsidiaries, (ii) serving as a manager or director of the Company or its Subsidiaries or (iii) at the discretion of the Board, providing services to the Company or any of its Subsidiaries as an advisor or consultant as contemplated by or described in Rule 701.

“Engagement” means the status of being Engaged.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Holdings” means Windy City Investments Holdings, L.L.C., a Delaware limited liability company.

“Legal Requirement” means any law, treaty, statute, code, ordinance, decree, administrative order, constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use laws, regulation, or requirement of any government entity and all judicial, quasi-judicial, administrative, quasi-administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government entity, including general principles of common law, civil law and equity, in each case having the force of law and binding on Employee, any property or his assets.

“Liquidation Value” has the meaning given such term in the LLC Agreement.

“LLC Agreement” means Holding’s Third Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Permitted Transferee” has the meaning given such term in the LLC Agreement.

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“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute, and any rules or regulations promulgated thereunder.

“Separation from Service” means a “separation from service” under Code § 409A(a)(2)(A)(i) and the regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

“Unitholders Agreement” means that certain Unitholders Agreement, as amended from time to time, executed in connection with the grant of the Deferred Unit hereunder.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

11.Notices. Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

33rd Floor

Chicago, IL 60606

Facsimile: (312) 917-7952

Telephone: (312) 917-7955

Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

And

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Facsimile: (312) 862-2200

Telephone: (312) 862-2000

Electronic mail: richard.porter@kirkland.com

Attention:Richard W. Porter, P.C.

Scott D. Price

Notices to Employee:

At the Employee’s address provided on the signature page hereto.

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with copies to (which shall not constitute notice):

McDermott Will & Emery LLP

227 West Monroe Street, Suite 4400
Chicago, IL 60606

Facsimile: (312) 984-7700

Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com

Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

12.General Provisions

(a)No Rights as Unitholder. Except to the Limited extent provided in Section 4, no Employee (nor any beneficiary) shall have any of the rights or privileges of a unitholder or member of Holdings with respect to any Deferred Units (or settlement thereof), unless and until certificates representing Class A Units in settlement of Deferred Units shall have been issued and recorded on the records of Holdings or its transfer agents or registrars.

(b)No Corporate Action Restriction. The existence of this Agreement and/or the Deferred Units granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the unit holders or shareholders of Holdings or the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in Holdings’ or the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Holdings, Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of Holdings, the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other similar act or proceeding by Holdings, the Company or any Subsidiary or Affiliate. No Employee, beneficiary or any other person claiming through the Employee shall have any claim against the Board, Holdings, the Company or any Subsidiary or Affiliate, or any employees, officers, unitholders, shareholders or agents of Holdings, the Company or any Subsidiary or Affiliate, solely as a result of any such action.

(c)Restrictions on Transfers; Transfers in Violation of Agreement. The Deferred Units are not transferable, in whole or in part, and they may not, directly or indirectly, be Transferred or otherwise disposed of or encumbered (including, but not limited to, by gift or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any Transfer or attempted Transfer of any Deferred Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported Transferee of such Deferred Units as the owner of such Deferred Units for any purpose.

(d)Irrevocability: Binding Effect on Successors and Assigns. Employee hereby acknowledges and agrees that, except as provided under applicable federal. state, or foreign securities laws, that Employee is not entitled to cancel, terminate or revoke this Agreement or any Unit Acquisition Agreement and such agreements shall survive the death or disability of Employee and the merger, consolidation or other reorganization of the Company and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns. If Employee is more than one person, the obligations of Employee hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Deferred Units, if any). The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

(e)Survival of Covenants, Representations and Warranties. All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the Unit Acquisition Agreements and the consummation of the transactions contemplated hereby and thereby.

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(f)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g)Complete Agreement. This Agreement and the Unit Acquisition Agreements (including, for the avoidance of doubt, those Unit Acquisition Agreements previously executed by the Employee and applicable to the Deferred Units granted hereunder) and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h)Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i)Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(j)No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person. The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

(k)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(l)WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(m)Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(n)Amendment and Waiver. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Employee and the Board (on behalf of the Company and the Investor Members); provided that any provision of this Agreement may be amended with the approval of the Employees holding a majority of the outstanding Deferred Units to the extent that the such amendment does not disproportionately and adversely affect the rights of an Employee (or group of Employees) as compared to other Employees (or group of Employees).

(o)Community Property. If, as of the date hereof, Employee is lawfully married and Employee’s address or the permanent residence of Employee’s spouse is located in a community property jurisdiction, Employee’s spouse shall execute and deliver to the Company on the date hereof the Consent in the form of Exhibit B attached hereto.

(p)Third-Party Beneficiary. The Company and Employee acknowledge that each Investor Member is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

(q)Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any

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claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit Issuance Agreement on the date first written above.

NUVEEN INVESTMENTS, INC.

By:

Name:

Its:

[Name]

[Signature]

[Address]

[State of Residence]

The number of Deferred Units hereby granted under this Agreement to                        is                  .

Signature Page to Special Deferred Unit Issuance Agreement

EXHIBIT A

Vesting Conditions and Settlement

1.Time Vesting Units.   % of the Deferred Units (the “Time Vesting Units”) shall vest and become Vested Deferred Units as follows:      % of such Time Vesting Units shall become on each of, [vesting dates], if, and only if, the Employee is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies) Engaged from the Grant Date through and including the applicable vesting date.

2.Accelerated Vesting upon Death or Disability. All Unvested Time Vesting Units shall immediately vest and become Vested Deferred Units in the event that the Employee ceases to be employed by, or to provide services to, the Company or any of its Subsidiaries due to the Employee’s death or Disability. “Disability” means Employee’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Employee’s duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Employee’s position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board or the Compensation Committee ofthe Board (the “Compensation Committee”). A Disability shall be deemed to have occurred on the date that either Employee or Employee’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

3.Vesting of Performance Vesting Units. 55% of the Deferred Units (the “Performance Vesting Units”) shall become Vested Deferred Units only upon satisfaction of both the applicable performance vesting conditions (the “Performance Conditions”) described below, with the percentage in each applicable column representing the portion of the Performance Vesting Units that shall vest as of the dates stated in the applicable row and in no event shall more than 100% of the Performance Vesting Units vest per this Section 3:

	Annual Vesting Schedule: NAM EBITA CAGR from Initial EBITA Threshold of $75mm
Vesting Schedule (12/31)	NAM EBITA CAGR below 10.2%		NAM EBITA CAGR between 10.2%- 14.6%		NAM EBITA CAGR between 14.6%- 21.1%		NAM EBITA CAGR above 21.1%
2012	0	%	5	%	20	%	45	%
2014	0	%	20	%	25	%	55	%
2015	0	%	0	%	25	%	25	%
2017	0	%	25	%	30	%	30	%

For example, if the NAM EBITA CAGR is 13% at 12/31/12, 15% at 12/31/14, 14% at 12/31/15 and 22% at 12/31/17, an aggregate of 60% of the Performance Vesting Units will vest (i.e., 5% for 2012, 25% for 2014, 0% for 2015 and 30% for 2017).

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4.The vesting percentages in the foregoing table shall equal the percentage of the Performance Vesting Units, with the 55% amount in the 2014 row for the CAGR above 21.1% column meaning that all 55% of the Employee’s Deferred Units allocated to performance vesting shall have vested. For purposes of the foregoing table, “EBITA” means the earnings before interest, taxes and amortization of Nuveen Asset Management, Inc. (“NAM”), as reported lo the Company’s Board of Directors or Compensation Committee thereof in a manner consistent with such calculations most recently provided to the Company’s Board of Directors or Compensation Committee thereof prior to the date hereof. All subsequent EBITA computations will be adjusted by the Compensation Committee, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, to reflect acquisitions and/or significant changes to NAM’s business mix and operating environment. For purposes of the foregoing table, “NAM EBITA CAGR” means the compound annual growth rate of NAM’s EBITA to the date indicated in the foregoing table based off NAM’s April 2011 run-rate EBITA of $75 million. Whether the Performance Conditions are satisfied shall be determined following each Performance Measurement Date as provided herein. “Performance Measurement Date” means December 31 of each year through 2017. Except as provided in Section 4 of this Exhibit A, if the applicable Performance Condition for a Performance Vesting Unit is not satisfied on the December 31, 2017 Performance Measurement Date (as determined by February 28, 2018), then such Performance Vesting Unit shall be forfeited and the Employee shall have no further rights thereunder. In the event that NAM’s actual performance related to any of the Performance Conditions described below falls in between any of the applicable performance targets, the actual number of Performance Vesting Units that become Vested Deferred Units shall be determined through linear interpolation of such two performance targets, but rounded to the nearest 0.5%. Whether or not a Performance Condition has been satisfied shall be determined by the Compensation Committee within 60 days following each Performance Measurement Date (the “Performance Determination Date”), after consultation with the Company’s Principal Financial Officer or Principal Accounting Officer. In order to satisfy a Performance Condition, the Employee must remain Engaged until the Performance Determination Date following the period ending on the Performance Measurement Date during which the Performance Condition was satisfied. In the event of any acquisitions or other significant changes to NAM’s business mix and/or operating environment, the Compensation Committee of the Board, after consultation with the Company’s Chief Executive Officer and Chief Financial Officer, shall adjust the targets described herein in a manner reasonably consistent with the then-existing targets in light of the changes to NAM’s overall operations. If the applicable Performance Condition is satisfied as of a Performance Measurement Date, it shall remain satisfied notwithstanding that the Performance Condition may no longer remain satisfied at any subsequent Performance Measurement Date. Accelerated Vesting.

(a)If a Sale of the Firm occurs, then 80% of the aggregate Time Vesting Units (including Time Vesting Units that are, immediately prior to the Sale of the Firm, Vested l ime Vesting Units) shall be Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of such Time Vesting Units (or, if more than 80% of the Time Vesting Units are already Vested Time Vesting Units prior to a Sale of the Firm, then all remaining Unvested Time Vesting Units) shall vest upon the first anniversary of the consummation of the Sale of the Firm, if Employee either remains Engaged until such date or, if not so Engaged, Employee’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Employee for Good Reason (if Employee is party to and employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Employee. In addition, 80% of the Performance Vesting Units (or, if more than 80% of the Performance Vesting Units are already Vested Performance Vesting Units prior to a Sale of the Firm, then all remaining Unvested Performance Vesting Units) shall be Vested Deferred Units upon consummation of the Sale of the Firm, and the remaining 20% of such Performance Vesting Units (or, if more than 80% of Performance Vesting Units are already Vested Performance Vesting Units prior to the Sale of the Firm, then all remaining Unvested Performance Vesting Units) shall vest upon the earlier of the first anniversary of the consummation of the Sale of the Firm or February 28, 2018, if Employee either remains Engaged until such date or, if not so Engaged, Employee’s Engagement was terminated after the Sale of the Firm is consummated by the Company without Cause, by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) or as a result of the death or Disability of Employee. “Sale of the Firm” means (i) the Consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for

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purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis. Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction (a “Contribution Transaction”) in which (i) the Acquirer’s asset management business with assets under management of at least SI00 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction. If Employee’s Engagement is terminated by the Company without Cause, or by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) during the 12 months following the consummation of a Contribution Transaction, then all Deferred Units of Employee shall be Vested Deferred Units upon termination of Employee’s Engagement.

(b)If a ‘40 Act Change of Control occurs in connection with any transaction other than (i) a Sale of the Firm or (ii) an underwritten public equity offering by the Company (or its successors) or an underwritten public equity offering by its shareholders, in each case registered under the Securities Act (a “Public Offering”), then 50% of the Unvested Performance Vesting Units shall become Vested Deferred Units upon the consummation of that transaction, determined pro-rata based upon each type of Performance Condition, and the remaining Unvested Performance Vesting Units shall continue to be subject to any applicable vesting conditions. A “‘40 Act Change of Control” shall be any transaction, involving a sale, merger or reorganization or other change in ownership, resulting in an actual or deemed assignment of investment advisory contracts under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

(c)In no event shall vesting accelerate with respect to any Unvested Deferred Units solely in connection with a Public Offering that causes a ‘40 Act Change of Control, provided, however, that such Public Offering shall accelerate vesting if it also constitutes a Sale of the Firm as defined in paragraph (a) above.

(d)If any transaction or series of related transactions pursuant to which any third party acquires (i) a majority of the equity securities of NAM, whether by merger, liquidation, consolidation, reorganization, combination, sale or transfer of NAM’s equity securities, securityholder or voting agreement, proxy, power of attorney or otherwise, or (ii) all or substantially all of NAM’s assets, then all unvested Time Vesting Units and Performance Vesting Units shall be Vested Deferred Units upon consummation of such transaction.

5.Settlement. The Deferred Units shall be settled as follows:

(a)Subject to earlier settlement pursuant to Sections 5(c). (d), or (e) of Exhibit A below, the Vested Deferred Units that were Time Vesting Units shall be settled as follows:

(i)The lesser of (i)   % of the aggregate Time Vesting Units and (ii)     % of the Time Vesting Units that have become Vested Deferred Units on or prior to          , 20   shall be settled on           , 20  ;

(ii)The lesser of (i)   % of the aggregate Time Vesting Units and (ii)    % of the Time Vesting Units that have become Vested Deferred Units on or prior to              , 20   (less the Vested Deferred Units settled under (i) above) shall be settled on            , 20  ; and

(iii)The lesser of (i)   % of the aggregate Time Vesting Units and (ii)    % of the Time Vesting Units that have become Vested Deferred Units on or prior to             , 20   (less the Vested Deferred Units settled under (i) and (ii) above) shall be settled on            , 20  .

(b)Subject to earlier settlement pursuant to Sections 5(c), (d), or (e) of Exhibit A below, the Vested Deferred Units that were Performance Vesting Units shall be settled on February 28, 2018; provided, however, that a Performance Vesting Unit shall not be settled if its applicable performance target has not been

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satisfied as of December 31, 2017 and in the event that such performance target has not been satisfied as of              December 31, 2017, the Employee shall forfeit such Deferred Unit and shall have no further rights with respect thereto.

(c)In the event of Employee’s death, all Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the dale that is 30 days following Employee’s death.

(d)All Vested Deferred Units (after taking into account any accelerated vesting contemplated herein) shall be settled upon the date that is 30 days following Employee’s Separation from Service (or, if Code §409A(a)(2)(B)(i) applies to the Company and the Employee is a “specified employee” pursuant to such section, the date that is six months following such termination).

(e)Upon a Sale of the Firm which also constitutes a change in control event within the meaning of Code Section 409A(a)(2)(A)(v) (the “409A Change in Control”). Vested Deferred Units shall be settled as follows:

(i)100% of the Vested Deferred Units that were Time Vesting Units shall be settled within 30 days of the 409A Change in Control, with the remaining Time Vesting Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 4fa) of Exhibit A.

(ii)If the 409A Change in Control occurs prior to February 28, 2014, 100% of the Vested Deferred Units that were Performance Vesting Units shall be settled within 30 days of the 409A Change in Control, with the remaining Performance Vesting Units settled on the first anniversary of the 409A Change in Control subject to satisfaction of the vesting conditions described in Section 4fa) of Hxhibit A.

(iii)If the 409A Change in Control occurs on or after February 28, 2014, all Vested Performance Vesting Units shall be settled on February 28, 2014.

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EXHIBIT B

SPOUSAL CONSENT

The undersigned spouse of Employee hereby acknowledges that I have read the foregoing Deferred Unit Issuance Agreement executed by Employee as of the date hereof and that I understand its contents. I am aware that the foregoing Deferred Unit Issuance Agreement imposes restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

Date:                            , 20    

Spouse’s Name:

Date:                            , 20    

Witness’ Name:

EXHIBIT C

APPLICABLE FIRMS FOR RSS VESTING

Merrill Lynch

Morgan Stanley Smith Barney Deutsche Bank Brinker

Capital UBS

Janney Montgomery Scott

Wells Fargo Advisors

Oppenheimer

LPL Financial

RW Baird

Ameriprise

RBC Wealth Management Raymond James Prudential

Edward Jones Morgan Keegan Stifel Nicolaus

EX-10.12

Exhibit 10.12

WINDY CITY INVESTMENTS HOLDING, L.L.C.

SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENT

THIS SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENT (this “Agreement”) is made as of October 11, 2010 (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 defined herein or defined in the LLC Agreement (as defined below), capitalized terms used herein are defined in Section 5 hereof.

WHEREAS, certain Executives hold Class A Units and certain Executives hold or are acquiring rights to receive Class A Units in the future upon satisfaction of certain conditions (the “Deferred Units”);

WHEREAS, certain Other Unitholders may purchase Units or other equity securities or interests in the Company from time to time in the future;

WHEREAS, the Unitholders are parties to the LLC Agreement;

WHEREAS, certain Unitholders and the Company entered into this Agreement on November 13, 2007, as amended and restated on December 14, 2007 and now desire to further amend and restate this Agreement as set forth herein;

WHEREAS, the parties desire to enter into this Agreement to be applicable to all Units issued to Executives for the purposes, among others, of (i) assuring continuity in the management and ownership of the Company and (ii) limiting the manner and terms by which Units may be transferred.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.Representations and Warranties. Each Executive represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by such Executive and constitutes the valid and binding obligation of such Executive, enforceable in accordance with its terms, and (b) such Executive has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with, or violates any provision of this Agreement.

2.Restrictions on Transfer of Units. The following transfer restrictions shall apply to any issued and outstanding Class A Units (or other securities) that are received upon settlement of any Deferred Units that are granted on or after the Effective Date (the “Deferred

Class A Units”) and Stock (as defined below), in each case in addition to, and not in substitution for, any other transfer restrictions:

(a)Transfer of Securities. No Executive shall Transfer any Deferred Class A Units or Stock (as defined below) without the prior consent of the Board, except for Transfers of Deferred Class A Units (i) to a Permitted Transferee in accordance with Section 2(c) hereof, (ii) in connection with a Sale of the Company in accordance with the LLC Agreement, (iii) in connection with any repurchase rights provided in Section 4, or (iv) with respect to a Transfer of Stock, in accordance with Section 2(b).

(b)Transfers Following an IPO by Executives. Shares of stock or other securities distributed in respect of, or received on account of, the Deferred Class A Units (and any other shares of stock or property subsequently received in respect of such stock or securities) (collectively, “Stock”) held by an Executive or any Permitted Transferee of such Executive (“Applicable Shares of Stock”) shall be subject to the following restrictions on Transfer (in addition to, and not in substitution for, any other restriction on Transfer applicable to such Applicable Shares of Stock of such Executive or such Permitted Transferee): (i) no unvested Applicable Shares of Stock may be Transferred, (ii) no Applicable Shares of Stock may be Transferred during any Underwriter’s Restriction Period, (iii) commencing upon the expiration of the Underwriter’s Restriction Period, if any, imposed in connection with an IPO, no more than 33% of the aggregate number of shares of Applicable Shares of Stock (whether vested or unvested and including, on an as-issued and fully-settled basis, any such Applicable Shares of Stock issuable with respect to any Deferred Class A Units) held by an Executive or his Permitted Transferee at the end of the Underwriter’s Restriction Period may be Transferred by such Executive or Permitted Transferee during the first 12 consecutive months (and no more than 66% of such Applicable Shares, on a cumulative basis including whatever Shares may have been sold by such Executive or Permitted Transferee during the first 12 months, may be sold during the second 12 consecutive months) other than to a Permitted Transferee, provided, however that the restriction contained in this section (iii) shall expire after the date that is 36 months following the expiration of the Underwriter’s Restriction Period, (iv) in the event an Executive’s employment with the Company and its Subsidiaries is terminated at any time prior to an IPO in a Disqualifying Termination, the initial 12-month period specified in clause (iii) above applicable to such Executive and such Executive’s Permitted Transferees shall commence on the six-month anniversary of the expiration of the Underwriter’s Restriction Period imposed on other Executives in connection with the IPO and (v) in the event an Executive’s employment with the Company (including as the “Company,” the issuer of the Stock) and its Subsidiaries terminates after the IPO in a Disqualifying Termination and prior to the third anniversary of the expiration of the Underwriter’s Restriction Period, no vested Applicable Shares of Public Stock held by such Executive and such Executive’s Permitted Transferees may be Transferred during the six-month period commencing upon such termination of employment (the “Termination Blackout Period”) and the Termination Blackout Period shall be disregarded and ignored for purposes of determining the number of Applicable Shares of Stock that may be Transferred by such Executive and such Executive’s Permitted Transferees during any 12 consecutive month period that includes the Termination Blackout Period. Subject to any other agreement applicable to Applicable Shares of Stock (including any registration rights agreement), the Applicable Shares of Stock held by an Executive shall not be subject to restrictions on Transfer under this Section 2(b) upon the expiration of the longest period specified in this Section 2(b) that is

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applicable to such Executive. Upon the written request of any Executive, the Company shall promptly inform such Executive of the number of vested Applicable Shares of Stock that the Company calculates such Executive may Transfer consistently with this Section 2(b) subject to the terms and conditions hereof.

(c)Permitted Transfers. The restrictions set forth in Section 2(a) or Section 2(b) shall not apply to any Transfer of Deferred Class A Units or Stock by an Executive (A) who is an individual (i) in the event of such Executive’s death, pursuant to will or applicable laws of descent or distribution, (ii) to such Executive’s legal guardian (in case of any mental incapacity) or (iii) to or among his or her Family Group, or (B) that is an entity, to or among its Affiliates; provided that the restrictions contained in this Agreement and any other agreement applicable to such Executive or such Deferred Class A Unit and/or Stock will continue to be applicable to the Units and/or Stock after any Transfer pursuant to this Section 2(c), subject to Section 8. At least 30 days prior (other than in the case of Transfers pursuant clauses (A)(i) or (ii) above, in which case as promptly as practical following such Transfer) to the Transfer of Deferred Class A Units or vested Stock pursuant to this Section 2(c), the Transferee(s) will deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such Transferee. Any Transferee of Deferred Class A Units or Stock pursuant to a Transfer in accordance with the provisions of this Section 2(c) is herein referred to as a “Permitted Transferee.” Notwithstanding the foregoing, (A) no party hereto shall avoid the provisions of this Agreement or the LLC Agreement by (i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) Transferring the securities of any entity holding (directly or indirectly) Units or Stock and (B) if and to the extent that the Board determines in good faith that the Transfer of Deferred Class A Units or Stock to a Permitted Transferee pursuant to this Section 2(c) would have an adverse effect on the Company, including by causing the Company to become subject to the reporting requirements of the Exchange Act, the Board may delay, modify, or, if determined by the Board to be necessary to avoid such adverse effect, prohibit any such Transfer pursuant to this Section 2(c). Any Permitted Transferee shall be bound by, and subject to, the terms of this Agreement to the same extent that Executive would be bound by such terms if the Deferred Class A Units or vested Stock held by a Permitted Transferee were still held by Executive.

(d)Implementation. The Company or its Subsidiaries may apply an appropriate legend on any shares of Stock, issue stop orders or take such actions as are necessary or appropriate to implement the provisions of this Section 2.

(e)Termination of Restrictions. The restrictions set forth in this Section 2 shall continue with respect to each Deferred Class A Unit and each share of Stock until the consummation of a Sale of the Firm or such restrictions otherwise lapse pursuant to Section 2(b).

3.Holdback. In connection with any Public Offering, each Executive shall enter into any lockup, cutback, or other limitations or transfer restrictions requested in good faith based upon the then prevailing market precedent and public investor expectations by the underwriters managing such Public Offering with respect to all of the Deferred Class A Units issued to such Executive and any Stock received in respect of such Deferred Class A Units.

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4.Repurchase Option. Except as otherwise determined by the Board in its sole and absolute discretion, the vested Units, which, for the avoidance of doubt, shall include the Deferred Class A Units, held by an Executive will be subject to repurchase, in each case by the Company and its Subsidiaries and the Investor Members pursuant to the terms and conditions set forth in this Section 4 (the “Repurchase Option”).

(a)Repurchase Priority. In the event of a termination of an Executive’s employment with the Company or its Subsidiaries for any reason, first the Company and its Subsidiaries, and second the Investor Members shall have the right, but not the obligation, to repurchase (pro rata, in the case of the Investor Members) all or any portion of the vested Units or vested shares of Stock then held by such Executive or such Executive’s Permitted Transferees.

(b)Repurchase Price. The price per vested Unit or share of vested Stock to be paid pursuant to repurchases under this Section 4 shall be as follows: (1) in the case of the repurchase of Deferred Class A Units or Stock received in respect of Deferred Class A Units, after a termination by the Company for Cause, 90%, as applicable, of the Fair Market Value of such Unit or Stock as of the date of repurchase; and (2) in the case of a termination of Executive’s employment for any other reason or under any other circumstances in which a repurchase option exists, the Fair Market Value of such vested Unit or Stock as of the date of repurchase. Any amounts paid to repurchase a vested Unit or vested Stock under this Section 4 shall be paid in cash.

(c)Repurchase Procedure.

(i)The Company or any of its Subsidiaries shall be entitled to repurchase all or any portion of the Units or shares of Stock subject to repurchase pursuant to this Section 4 (the “Available Equity”) by delivery of a written notice (the “Company Repurchase Notice”) to the Executive within 120 days after the Executive’s separation date, or, if later, within 60 days after the calendar quarter containing the Executive’s separation date (the “Repurchase Notice Period”) setting forth the amount of Available Equity it intends to purchase. Notwithstanding anything to the contrary in this Agreement, the Company or any of its Subsidiaries may acquire such Available Equity with stock of Windy Holdings with a Fair Market Value equal to the repurchase price determined under Section 4(b) and if Windy Holdings then immediately redeems such stock for cash.

(ii)If for any reason the Company and its Subsidiaries do not elect to purchase all of the Available Equity, then the Investor Members shall be entitled to repurchase all or any portion of the Available Equity that was not repurchased by the Company and its Subsidiaries pursuant to Section 4(c)(i) above (the “Remaining Equity”). As soon as practicable after the Company and its Subsidiaries have determined that they will not purchase all of the Remaining Equity, but in any event within 150 days after the beginning of the Repurchase Notice Period corresponding to such Remaining Equity, or, if later, within 90 days after the end of the calendar quarter containing the Executive’s separation date, the Company shall

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provide to each Investor Member setting forth the amount of Remaining Equity (the “Available Equity Notice”). The Investor Members may elect to purchase all or any portion of the Remaining Equity by giving written notice to the Company within 30 days after the Available Equity Notice has been delivered to the Investor Members by the Company. If the Investor Members elect to purchase an aggregate amount of Remaining Equity in excess of the amount of Remaining Equity specified in the Available Equity Notice, then the Remaining Equity shall be allocated among the Investor Members on a pro rata basis according to the number of Class A Units owned by each Investor Member on the date of the Available Units Notice. Any Investor Member may condition its election to purchase such Remaining Equity on the election of one or more other Investor Members to purchase Remaining Equity. As soon as practicable, and in any event within 10 days after the expiration of the 30 day period beginning on the date the Available Equity Notice is delivered to the Investor Members pursuant to this Section 4(c)(ii), the Investor Members shall deliver a further Repurchase Notice (the “Investor Member Repurchase Notice”) to the holders of such Remaining Equity and the Company setting forth the amount of Remaining Equity to be acquired and the time and place for the closing of the transaction. At the time the Investor Members deliver the Investor Member Repurchase Notice to the holders of such Remaining Equity, the Company shall also deliver written notice to each Investor Member setting forth the amount of Remaining Equity such Investor Member is entitled to purchase and the time and place of the closing of the transaction.

(d)Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Units or Stock by the Company and its Subsidiaries shall be subject to applicable restrictions contained in the Act, as amended, or any successor statute and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Units hereunder which the Company and its Subsidiaries is otherwise entitled to make, the Company will provide written notice to the Investor Members as soon as reasonably practicable after such determination and the order of repurchase for the Company and its Subsidiaries and the Investor Members as set forth in this Section 4(c) shall be reversed (i.e., the Investor Members will be substituted for the Company and its Subsidiaries in Section 4(c)(i) above and the Company and its Subsidiaries will be substituted for the Investor Members in Section 4(c)(ii) above). In such event, the period during which the Company and its Subsidiaries may exercise such repurchase right under Section 4(c) shall be tolled during the period such restrictions are in effect and the Company and its Subsidiaries shall be allowed to exercise their repurchase rights under Section 4(c) during the 30-day period following the date such restrictions are no longer in effect; provided, however, that such repurchase rights shall lapse and terminate if such purchase is not consummated within such 30-day period following the end of such tolling period.

(e)Upon delivery of the full consideration for the Units or Stock at the closing of a repurchase pursuant to this Section 4, the holder of such Units or Stock from whom such securities are to be purchased shall cease to have any rights as a holder of such securities,

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and such securities shall be deemed purchased in accordance with the applicable provisions hereof and the purchaser thereof shall be deemed the owner (of record and beneficially) and holder(s) of such securities, whether or not the certificate representing such Units or Stock has been delivered as required by this Agreement.

(f)Any election by the Company and its Subsidiaries or the Investor Members (or, in each case, any of their designees) to purchase Units or Stock pursuant to this Section 4 shall be revocable by such Person (with respect to all or any portion of the Units elected to be purchased) at any time prior to the closing of such purchase, without any liability whatsoever to such Person in respect of the rights and obligations in this Section 4.

(g)The provisions of this Section 4 will terminate with respect to all Units upon the consummation of an IPO.

5.Definitions.

(a)For purposes of this Agreement, terms defined elsewhere in this Agreement shall have the meanings set forth herein, and the following terms have the meanings set forth below:

“Accredited Investor” means an “accredited investor” within the meaning of Regulation D of the Securities Act.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute.

“Affiliate” has the meaning given such term in the LLC Agreement.

“Board” means the Board of Managers of the Company.

“Cause” shall have the meaning provided in the Executive’s employment agreement, provided that if no such agreement exists, “Cause” shall mean: (i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board or its representatives, which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties; (ii) the willful engaging by Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its Affiliates; (iii) conviction of a felony or entry of a guilty or nolo contendere plea by Executive with respect thereto; (iv) a material breach by Executive of the restrictive covenants included in any agreement granting Units to such Executive; or (v) a willful or reckless violation of a material regulatory requirement, or of any material written Company policy or procedure, that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the

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advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

“Class A Units” has the meaning given term in the LLC Agreement.

“Deferred Units” means any Deferred Units issued by a subsidiary of the Company that entitle the holder, upon settlement, to receive Class A Units or other property based upon the value of Class A Units.

“Disability” means Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Executive’s duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Executive’s position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board. A Disability shall be deemed to have occurred on the date that either Executive or Executive’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually agree.

“Disqualifying Termination” shall mean a termination of the Executive’s employment with the Company and its Subsidiaries for any reason other than the Executive’s death, Disability, termination by the Company or the Subsidiary without Cause or the Executive’s resignation for Good Reason.

“Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time, and including any successor statute.

“Executive” means an Executive and/or its Permitted Transferees.

“Fair Market Value” has the meaning given such term in the LLC Agreement.

“Family Group” means, with respect to a Person who is an individual, such Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

“Good Reason” has the meaning given such term in any employment agreement or benefit plan of the Company applicable to the Executive, provided, however, that if no such agreement or similar arrangement shall apply to such Executive, the concept of resignation with Good Reason shall not apply to such Executive.

“Investor Members” has the meaning given such term in the LLC Agreement.

“IPO” has the meaning given such term in the LLC Agreement.

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“LLC Agreement” means the Company’s Amended and Restated Limited Liability Company Agreement (as the same may be amended supplemented or otherwise modified from time to time in accordance with its terms.)

“Manager” has the meaning given such term in the LLC Agreement.

“MDP” has the meaning given such term in the LLC Agreement.

“Nuveen” means Nuveen Investments, Inc, a Delaware Corporation.

“Permitted Transferees” has the meaning set forth in Section 2(c).

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, governmental entity or department, agency or political subdivision thereof.

“Public Sale” has the meaning given such term in the LLC Agreement.

“Registration Agreement” has the meaning given such term in the LLC Agreement.

“Restatement Date” has the meaning given such term in the LLC Agreement.

“Sale of the Company” has the meaning given such term in the LLC Agreement.

“Sale of the Firm” means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis. Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction.

“Securities Act” means the Securities Act of 1933, as amended from time to time and any successor statute, and any rules or regulations promulgated thereunder.

“Subsidiary” has the meaning given such term in the LLC Agreement.

“Transfer” has the meaning given such term in the LLC Agreement.

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“Underwriter’s Restriction Period” means the period during which an underwriter participating in a Public Offering requests that Stock held by an Executive should be subject to lock up, cutback provisions, transfer restrictions or other limitations that, in each case, are imposed in good faith based on then-prevailing market precedent and public investor expectations, it being understood that the Underwriter’s Restriction Period shall end if the applicable underwriter waives future compliance with the provisions, restrictions and limitations set forth above.

“Units” has the meaning given such term in the LLC Agreement and, for the avoidance of doubt, shall not include a Deferred Unit but shall include any Class A Units issued in settlement thereof.

“Windy Holdings” means Windy City Investments, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.

6.Notices. Any notice provided for in this Agreement must be in writing and must be personally delivered, sent by telecopy or email with original to follow by overnight courier service, by first class mail (postage prepaid and return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below:

Notices to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

33rd Floor

Chicago, IL 60606

Facsimile: (312) 917-7952

Telephone: (312) 917-7955

Attention: General Counsel

with copies to (which shall not constitute notice):

Madison Dearborn Capital Partners

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Attention: General Counsel

and

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Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Facsimile: (312) 862-2200

Telephone: (312) 862-2000

Electronic mail: richard.porter@kirkland.com

Attention: Richard W. Porter, P.C.

Scott D. Price

Notices to Executive:

At the Executive’s address provided on the signature page hereto.

with copies to (which shall not constitute notice):

McDermott Will & Emery LLP

227 West Monroe Street, Suite 4400

Chicago, IL 60606

Facsimile: (312) 984-7700

Telephone: (312) 984-2121

Electronic mail: mharris@mwe.com

Attention: Mark A. Harris

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after deposit with a reputable overnight courier service.

7.Restrictive Legend. Each certificate evidencing Units or Stock shall be stamped or otherwise imprinted with the legend set forth below, as well as any other legends that may be required under the LLC Agreement or a Unitholder’s unit purchase agreement with the Company. Upon the request of the holder thereof, the legend set forth below shall be removed from the certificates evidencing any Units which cease to be Units in accordance with the definition thereof.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE PROVISIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN THE SECOND AMENDED AND RESTATED UNITHOLDERS AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF OCTOBER 11, 2010, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

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8.Transfer of Units. Prior to the Transfer of any Units or Stock (other than pursuant to a Sale of the Company or after an IPO as permitted by Section 2(b)) to any Person, the Transferring holder of Units or Stock subject to this Agreement shall cause the prospective Transferee to be bound by this Agreement and to execute and deliver to the Company a counterpart of or joinder to the LLC Agreement and the Unitholders Agreement (or other similar agreement) as a condition to the effectiveness of such Transfer. Upon the execution and delivery of such counterpart or joinder by such Person, subject to the requirements of the LLC Agreement, such Person’s acquired Units shall be Units under this Agreement and such Person shall be a Unitholder hereunder with respect to such Units.

9.Irrevocability: Binding Effect on Successors and Assigns. Executive hereby acknowledges and agrees that, except as provided under applicable federal state, or foreign securities laws, that Executive is not entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, or any agreements of Executive hereunder, and that this Agreement, the LLC Agreement and such other agreements shall survive the death or disability of Executive and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and assigns. If Executive is more than one person, the obligations of Executive hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his, her or its heirs, executors, administrators, successors, legal representatives, and assigns (including subsequent holders of Units). The agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon the Company and its successors and assigns (including the surviving corporation to any merger or other reorganization of the Company).

10.Survival of Covenants, Representations and Warranties. All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement, the LLC Agreement, those documents expressly referred to herein and the consummation of the transactions contemplated hereby and thereby.

11.Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Units or Stock in violation of any provision of this Agreement, the LLC Agreement or other applicable agreement shall be void, and such Transfer shall not be recorded on the applicable books and any purported transferee of such Units or Stock shall not be treated as the owner of such Units or Stock for any purpose.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and

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assigns and the Executives holding a majority of the vested Units. In the event the Company is liquidated, then the rights and benefits of the Company under this agreement shall adhere to and be enforceable by Windy City Investments, Inc., which shall become the Company for all purposes of this Agreement without further action by any Unitholder.

14.Complete Agreement. This Agreement, the LLC Agreement, the Registration Agreement, any agreement between the Executive and the Company or any of its Subsidiaries or Affiliates evidencing the grants of Units or Deferred Units and those documents expressly referred to herein embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

15.Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

16.Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

17.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person. The term “including” as used herein shall be by way of example, and shall not be deemed to constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

18.Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

19.WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

20.Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

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21.Amendment and Waiver. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of Executive and the Board (on behalf of the Company and the Investor Members); provided that any provision of this Agreement may be amended with the approval of the Executives holding a majority of the affected class of such Units to the extent that the such amendment does not disproportionately and adversely change the rights of an Executive (or group of Executives) as compared to other Executives (or group of Executives). For the avoidance of doubt, amendments to the LLC Agreement and the Registration Agreement shall be accomplished according to the terms of the LLC Agreement or the Registration Agreement, respectively.

22.Community Property. If, as of the date hereof, Executive is lawfully married and Executive’s address or the permanent residence of Executive’s spouse is located in a community property jurisdiction, Executive’s spouse shall execute and deliver to the Company on the Effective Date the Consent in the form of Exhibit A attached hereto.

23.Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

24.Third-Party Beneficiary. The Company and Executive acknowledge that each of the Investor Members is a third-party beneficiary under this Agreement and that the Investor Members can enforce the provisions of this Agreement intended for the Investor Members’ benefit.

25.Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Permitted Transferees to assert, by way of motion, as a defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above named courts, that their property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above named courts in any court of competent jurisdiction.

*  *  *  *

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IN WITNESS WHEREOF, the parties hereto have executed this Unitholders Agreement on the day and year first above written.

WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

By:

Name:

Its:

[Executives] [Print Name]

[Signature]

[Address]

[State of Residence]

Signature Page to Second Amended And Restated Unitholders Agreement

EXHIBIT A

SPOUSAL CONSENT

The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Unitholders Agreement executed by Executive as of the date hereof and that I understand its contents. I am aware that the foregoing Unitholders Agreement provides for the sale or repurchase of my spouse’s Units under certain circumstances and/or imposes other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by this Agreement.

	Date:            , 2010
Spouse’s Name:
	Date:            , 2010
Witness’ Name:

Spousal Consent to Second Amended and Restated Unitholders Agreement

EX-10.13

Exhibit 10.13

Execution Copy

Employment Agreement

AGREEMENT by and among The John Nuveen Company, a Delaware corporation (the “Company”), and John P. Amboian (the “Executive”) dated as of the 1st day of November, 2002 (as conformed through the Second Amendment, effective May 1, 2013).

The Company has determined that because of the unique nature of the Executive’s services to the Company it is in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive, and to provide the Company with the continuity of management the Company considers crucial to ensuring the Company’s continued success. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Effective Date. The “Effective Date” shall mean the date hereof.

2.Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2012 (“Initial Term”); provided, on January 1, 2013 and each January 1 thereafter, the employment period shall be extended for additional one-year periods until the Executive dies or becomes Disabled or the Company or the Executive delivers a Notice of Non-Renewal at least 60 days before such January 1 (the Initial Term, as so extended, is the “Employment Period”). The Employment Period shall automatically terminate upon any termination of Executive’s employment.

3.Terms of Employment.

(a)Position and Duties.

(i)During the Employment Period (A) the Executive shall serve in the position set forth on Exhibit A with such authority, duties and responsibilities as are commensurate with such position and as may be consistent with such position, reporting to the person or persons set forth on Exhibit A, and (B) the Executive’s services shall be performed at the location or locations set forth on Exhibit A.

(ii)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) not less than the amount set forth on Exhibit A. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii)Annual Incentives. For each fiscal year completed during the Employment Period, the Executive shall be entitled to participate in the Company’s annual cash incentive plan then in effect (the “Annual Bonus”). The Executive’s minimum and target 2007 Annual Bonuses are $5,500,000 and $6,000,000, respectively, and his Annual Bonus for each subsequent fiscal year during the Employment Period will be the sum of (x) the prior fiscal year’s Annual Bonus (which for 2007 shall be deemed to be $6,000,000 regardless of the Annual Bonus actually paid to Executive), plus or minus (y) an amount (which could be positive or negative) equal to (I) the prior fiscal year’s Annual Bonus multiplied by (II) the positive or negative change in the Company’s EBITDA, as presented by the Company’s principal financial officer to the Company’s Board of Directors as the Company’s “economic EBITDA” for the relevant bonus year and the prior fiscal year in a manner consistent with the presentation to the Board in 2011 of “economic EBITDA” for 2010 and 2009, as compared to the Company’s EBITDA for its prior fiscal year (with the Board or an appropriate committee thereof determining such change and making such reasonable adjustments to the EBITDA amounts as shall be necessary and appropriate to reflect material acquisitions or divestitures by the Company during the relevant fiscal years for purposes of such determination).

In addition, to adjust for the acquisition of the First American Funds long-term asset business as of December 31, 2010, $40 million will be subtracted from EBITDA of the Company for each year beginning with 2011. Further to adjust for the acquisition of Gresham on December 31, 2011, in determining the Executive’s Annual Bonus for 2012, EBITDA for the Company for 2011 will be adjusted as if the acquisition of Gresham had occurred on December 31, 2010 and using Gresham’s actual results for 2011. In addition, in any future years in which an additional equity interest in Gresham is acquired by the Company, a similar adjustment will be made.

(iii)Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, and other benefit plans, practices, policies and programs generally applicable to the most senior executives of the Company on a basis and on terms no less favorable than that provided to the Executive immediately prior to the Effective Date.

(iv)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company’s policies for its senior executives.

(v)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company as in effect with respect to the senior executives of the Company.

4.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(a) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean “total disability” as defined in the Company’s long-term disability insurance plan (or such other Company-provided long-term disability benefit plan sponsored by the Company in which Executive participates at the time the determination of Disability is made).

(b)Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representative, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its affiliates, or

(iii)conviction of a felony or guilty or nolo contendere plea by the Executive with respect thereto; or

(iv)a material breach of Section 9 of this Agreement.

For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company . Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive:

(i)any action by the Company which results in a material diminution in the Executive’s position, authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, including for this purpose without limitation actions that relate to the Executive’s status, offices, titles and reporting relationships and excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)any failure by the Company to comply with any of the provisions of Section 3(b) of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)the Company requiring the Executive to be based at any office or location other than that provided in Section 3(a)(i)(B) hereof, provided that reasonable travel required in connection with Executive’s reporting relationships and responsibilities to the Board shall not be deemed a breach hereof;

(iv)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement or the Company giving Executive a notice of the termination of the Employment Period effective at the end of or after the Initial Term, pursuant to Section 2;

(v)any failure by the Company to comply with and satisfy Section 10(b) of this Agreement,

(vi)the failure of the Board to nominate the Executive for election to the Board or to appoint the Executive to the applicable Committee of the Board, or the Board effects the Executive’s removal as a member of the Board or a member of the applicable Committee or in the event the Executive is not elected to the Board at any annual or special meeting of the stockholders and the Board does not immediately thereafter elect the Executive to the Board (to the extent legally permitted to do so), or

(vii)any reduction in Executive’s rate of annual base salary or Annual Bonus opportunity as compared to the prior fiscal year; provided, however, that (a) a reduction in Annual Bonus opportunity shall not trigger the application of this clause if (1) it similarly applies to all senior executives of the Company and reflects the Board’s assessment of current or projected reductions in the nature, scope or profitability of the Company as compared to the prior fiscal year, or (2) such reduction is part of an overall modification to the Company’s compensation programs that does not reduce the Executive’s aggregate annual compensation opportunity by more than 15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus opportunity” shall mean the basis on which Executive’s bonus is determined with respect to a fiscal year and shall not be considered to have been reduced merely because (x) the actual Annual Bonus paid to Executive with respect to any given fiscal year is lower than the Annual Bonus paid for the prior fiscal year or (y) the Executive’s Annual Bonus calculation is based upon an actual Annual Bonus paid for the prior fiscal year that was lower than the actual Annual Bonus paid for the preceding fiscal year.

For purposes of Section 4(c)(vii), an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within thirty (30) days after receipt of written notice thereof given by Executive to the Company’s Senior Vice President, Human Resources shall not constitute Good Reason. Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacities due to mental or physical illness, and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. In the event of any termination of employment the Executive shall resign from all positions with the Company and its affiliates.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

5.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason:

(i)except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A.the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the average Annual Bonus paid to the Executive in respect of the three completed fiscal years prior to the Date of Termination (the “Recent Average Bonus”), and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2), shall be hereinafter referred to as the “Accrued Obligations”); and

B.$7,000,000; and

(ii)any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted; and

(iii)for one year after the Executive’s Date of Termination, the Company shall continue welfare benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iii) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries applicable generally to other peer executives and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed (for purposes of both age and service) until one year after the Date of Termination and to have retired on the last day of such period; and

(iv)the Executive shall be deemed to have an additional one year of age and service for purposes of the Company’s defined benefit pension plans, which benefit shall be paid through a nonqualified pension plan of the Company; and

(v)to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice.

(b)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount set forth in clause (1) of Section 5(a)(i)(A) above, and the timely payment or provision of the Other Benefits, in each case to the extent theretofore unpaid. In the event the Executive gives the Company notice of termination of the Employment Period effective at the end of or after the Initial Term, pursuant to Section 2, the Company shall pay Executive the Accrued Obligations provided for in Section 5(a)(i)(A)(1), and shall provide the Executive (and his spouse, as applicable) Other Benefits.

(c)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of the Other Benefits. Additionally,

any stock options, restricted stock and restricted stock units (collectively, “Stock Awards”) held by the Executive shall immediately vest. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination.

(d)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Additionally, all Stock Awards shall immediately vest. With respect to the provision of Other Benefits upon the Executive’s Disability, the term Other Benefits as utilized in this Section 5(d) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits as in effect at any time thereafter generally with respect to senior executives of the Company.

6.Non-exclusivity of Rights. Except as specifically provided, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company, or any of its affiliates and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company, or its affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or its affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. As used in this Agreement, the terms “affiliated companies” and “affiliates” shall include any company controlled by, controlling or under common control with the Company.

7.Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), if the Executive prevails on any material claim made by Executive, and disputed by the Company under the terms of this Agreement.

8.Confidential Information/Nonsolicitation.

(a)The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the company or as may otherwise be required by law or legal process (provided the company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.

(b)While employed by the Company or any of its subsidiaries and for twelve months after the Executive’s termination of employment, the Executive will not, directly or indirectly, solicit for employment by other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries at any time during the six months prior to the Executive’s Date of Termination.

(c)The provisions of this Section 9 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.

9.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

10.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on file for the Executive at the Company.

If to the Company:

The John Nuveen Company

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer

With a copy to the Company’s General Counsel at the same address

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 4 of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)From and after the Effective Date this Agreement shall supersede any other employment, severance or change of control agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

/s/ John P. Amboian
Executive
THE JOHN NUVEEN COMPANY
By:	/s/ [Authorized Officer]
Title:

Exhibit A

Executive:John P. Amboian

Positions:Chief Executive Officer of the Company; member of Board of Directors of the Company, Windy City Investments Holdings, LLC and Windy City Investments, Inc. and their respective Executive Committees (if created); member of the Office of the Chairman and the Executive Committee of the Company

Reporting relationship:To the Board of Directors of the Company

Location:333 West Wacker Drive, Chicago, Illinois

Annual base salary:$650,000 (effective January 1, 2008)

EX-10.14

Exhibit 10.14

Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and Glenn R. Richter (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”) (as conformed through the First Amendment, effective September 30, 2012).

The Company has determined that, because of the unique nature of the Executive’s services to the Company, it is in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive, and to provide the Company with the continuity of management the Company considers crucial to ensuring the Company’s continued success. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2015 (“Initial Term”); provided, on January 1, 2016 and each January 1 thereafter, the employment period shall be extended for additional one-year periods until the Executive dies or becomes Disabled or the Company or the Executive delivers a Notice of Non-Renewal at least 60 days before such January 1 (the Initial Term, as so extended, is the “Employment Period”). The Employment Period shall automatically terminate upon any termination of Executive’s employment.

2.Terms of Employment.

(a)Position and Duties. During the Employment Period, (A) the Executive shall serve in the positions set forth on Exhibit A with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such positions, reporting to the person or persons set forth on Exhibit A, (B) the Executive’s services shall be performed at the location or locations set forth on Exhibit A and (C) excluding periods of vacation or sick leave, the Executive shall devote substantially all of his attention and time during normal business hours to the business and affairs of the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) not less than the amount set forth on Exhibit A.

(ii)Annual Bonus. For each fiscal year of the Company completed during the Employment Period, the Executive shall be entitled to participate in the Company’s annual incentive cash bonus plan then in effect (the “Annual Bonus”). The Executive’s Minimum Annual Bonus for 2012 through 2015 are set forth on Exhibit A.

(iii)Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, vacation and other benefit plans, practices, policies and programs generally applicable to the senior executives of the Company, including, as may determined by the Company’s Board of Directors, the possible future grant of additional Class B Units or other direct or indirect equity interests in the Company or its subsidiaries.

(iv)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company’s policies for its senior executives as in effect from time to time.

(v)Retention Award. With respect to the Executive’s existing “equity” retention award, (i) an award of $633,333 is scheduled to be paid on June 30, 2013, (ii) an award of $733,333 is scheduled to be paid on December 31, 2014, and (iii) the Executive shall be eligible to receive an additional $333,334 scheduled to be paid on December 31, 2015 so that the total cash award figure (including the $300,000 paid on December 31, 2011) is $2,000,000.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Employment Period. “Disability” means the Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Executive’s duties and obligations to the Company or any of its subsidiaries and to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period. A Disability shall be determined in the reasonable judgment of either (i) the Board or (ii) the Executive or his or her personal representative or legal guardian, and shall be deemed to have occurred on (x) the date that such party provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or (y) such other date as the parties shall mutually agree (such date, the “Disability Effective Date”).

(b)Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment

of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Executive’s employment may be terminated at any time by the Executive for Good Reason by Notice of Termination provided to the Company in accordance with Section 3(c) within 90 days after the Executive becomes aware of such basis for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive (i) any action by the Company that results in a material diminution in the Executive’s position, authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, including for this purpose, without limitation, actions that relate to the Executive’s status, offices, titles and reporting relationships and excluding for this purpose any action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of this Agreement (other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive); (iii) any reduction in the Executive’s Base Salary or Annual Bonus opportunity (provided, however, that (a) a reduction in Annual Bonus opportunity shall not trigger the application of this clause if (1) it similarly applies to all senior executives of the Company and reflects the Board’s assessment of current or projected reductions in the nature, scope or profitability of the Company as compared to the prior fiscal year, or (2) such reduction is part of an overall modification to the Company’s compensation programs that does not reduce the Executive’s aggregate annual compensation opportunity by more than 15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus opportunity” shall mean the target bonus set for Executive with respect to a fiscal year and shall not be considered to have been reduced merely because the actual Annual Bonus paid to Executive with respect to such year was reduced below such target as part of the Board’s evaluation of Executive’s performance during such year and such evaluation has been conducted in good faith by the Board); (iv) the Company requiring the Executive to be based at any office or location more than 30 miles from that provided in Section 2(a)(i)(B) hereof, provided that reasonable travel required in connection with Executive’s reporting relationships and responsibilities to the Board shall not be deemed a breach hereof; and (v) any failure by the Company to comply with Section 6(b) below.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 7(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than ninety days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. A Notice of Termination shall also be provided (without a need to reference matters addressed in clauses (i) and (ii) above) in the event of any termination by the Company other than for Cause or by the Executive without Good Reason.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company, or if the Executive resigns, the effective date thereof stated in the Notice of Termination or Notice of Non-Renewal, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

(f)Effect of Termination. In the event of any termination of employment, except as otherwise agreed by the Company, the Executive shall automatically be deemed to have resigned and shall resign from all positions with the Company and its affiliates as of the Date of Termination.

4.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company:

(i)the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and

B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;

(ii)the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and

(iii)any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

(b)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason at any time (including by delivery of a Notice of Non-Renewal), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount set forth in clause (1) of Section 4(a)(i)(A) and accrued benefits pursuant to Section 4(a)(ii) above.

(c)Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Executive shall be entitled to the benefits set forth in Section 4(a) above (except that Section 4(a)(i)(B) shall not apply), and this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement.

(d)Full Discharge. The amounts payable to Executive following termination of the Employment Period or upon or any actual or constructive termination of Executive’s employment shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims Executive may have in respect of Executive’s employment by the Company or any Affiliate, and Executive acknowledges that such amounts are fair and reasonable, and Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder.

5.Covenants.

(a)The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.

(b)While employed by the Company or any of its subsidiaries and for twelve months after the Executive’s termination of employment (the “Restricted Period”), the Executive will not, directly or indirectly, (i) solicit, hire or engage any individual for employment by any person or entity other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries if such person was employed by the Company or its subsidiaries within 12 months of such hire or engagement (provided, however, that the employment of any such person as a result of a response to a general solicitation or advertisement shall not constitute a violation of this clause), or (ii) solicit any client or customer of the Company or its subsidiaries as of the Executive’s Date of Termination for any investment product or service competitive with the products and services of the Company or its subsidiaries.

(c)During the Restricted Period, Executive agrees not to make any public statement that is intended to or could reasonably be expected to disparage the Company or its subsidiaries or any of their products, services, shareholders, directors, officers or employees. During the Restricted Period, the Company agrees that it shall not make a public statement that is intended to or could reasonably be expected to disparage Executive.

(d)The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services during Executive’s employment with the Company and/or any of its Affiliates and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any an all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 5(d) is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliates being Executive’s employer.

(e)All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive will be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Executive’s possession or control.

(f)Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company, in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security.

(g)Executive agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding

arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment to the extent the Company pays all Company-approved expenses Executive incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Executive in good faith) with Executive’s personal or professional schedule.

(h)The provisions of this Section 5 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.

6.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)The term “subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and all direct and/or indirect subsidiaries of the Company.

(c)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on

file for the Executive at the

Company.

If to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer

With a copy to the Company’s General Counsel at the same address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d)AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(e)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)From and after the Effective Date, this Agreement shall supersede any other employment, severance or change of control agreement between the Executive and the Company or any of its subsidiaries.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

Glenn R. Richter

/s/ Glenn R. Richter

Executive

NUVEEN INVESTMENTS, INC.

By:

/s/ [Authorized Officer]

Title:

Exhibit A

Executive: Glenn R. Richter

Positions:Executive Vice President, Chief Operating Officer, Chief Administrative Officer and Principal Financial Officer of the Company; member of the Office of the Chairman and the Executive Committee

Reporting relationship: To the Chief Executive Officer

Location: 333 West Wacker Drive, Chicago, Illinois

Annual base salary: $550,000 (effective January 1, 2008)

Minimum 2012 Annual Bonus: $1,480,000

Minimum 2013-2015 Annual Bonus: $1,665,000 per year

Enhanced Severance Amount: the greater of (i) $3,000,000 or (ii) 1.25 multiplied by the sum of the Executive’s current Annual Base Salary and annual Variable Compensation attributable to the calendar year preceding the year in which the Date of Termination occurs. ‘Variable Compensation’ is equal to the sum of the Executive’s Annual Bonus for such year, any retention payments (other than ‘equity’ retention) provided to the Executive relating to such year and any Deferred Mutual Fund awards relating to such year.

EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and Thomas S. Schreier (the “Executive”) is dated as of November 15, 2010. This Agreement is being entered into concurrently with an Asset Purchase Agreement dated the date hereof by and among Windy City Investments Holdings, L.L.C., FAF Advisors, Inc. and US Bancorp. This Agreement shall not become effective unless and until the closing of the acquisition of the Acquired Business contemplated by such Asset Purchase Agreement occurs (the “Effective Date”).

The Company has determined that, upon the Effective Date, because of the unique nature of the Executive’s contemplated services to the Company, it will be in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2015 (“Initial Term”); provided, on January 1, 2016 and each January 1 thereafter, the employment period shall be extended for additional one-year periods until the Executive dies or becomes Disabled or either the Company or the Executive delivers a Notice of Non-Renewal at least 60 days before such January 1 (the Initial Term, as so extended, is the “Employment Period”). The Employment Period shall automatically terminate upon any termination of Executive’s employment.

2.Terms of Employment.

(a)Position and Duties. During the Employment Period, (A) the Executive shall serve in the positions set forth on Exhibit A with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such positions, reporting to the person or persons set forth on Exhibit A, (B) the Executive’s services shall be performed at the location or locations set forth on Exhibit A and (C) excluding periods of vacation or sick leave, the Executive shall devote substantially all of his attention and time during normal business hours to the business and affairs of the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) not less than the amount set forth on Exhibit A.

(ii)Annual Bonus. For each fiscal year of the Company completed during the Employment Period, the Executive shall be entitled to participate in

the Company’s annual incentive cash bonus plan then in effect (the “Annual Bonus”). The Executive’s expected 2010 Annual Bonus and minimum 2011 Annual Bonus are set forth on Exhibit A.

(iii)Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, vacation and other benefit plans, practices, policies and programs generally applicable to the senior executives of the Company, including, as may determined by the Company’s Board of Directors (or appropriate committee), the possible future grant of direct or indirect equity interests in the Company or its subsidiaries.

(iv)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company’s policies for its senior executives as in effect from time to time.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Employment Period. “Disability” means the Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Executive’s duties and obligations to the Company or any of its subsidiaries and to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period. A Disability shall be determined in the reasonable judgment of either (i) the Board or (ii) the Executive or his or her personal representative or legal guardian, and shall be deemed to have occurred on (x) the date that such party provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or (y) such other date as the parties shall mutually agree (such date, the “Disability Effective Date”).

(b)Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the

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Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Executive’s employment may be terminated at any time by the Executive for Good Reason by Notice of Termination provided to the Company in accordance with Section 3(c) within 90 days after the Executive becomes aware of such basis for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive (i) any action by the Company that results in a material diminution in the Executive’s position, authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, including for this purpose, without limitation, actions that relate to the Executive’s status, offices, titles and reporting relationships and excluding for this purpose any action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of this Agreement (other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive); (iii) any reduction in the Executive’s Base Salary or Annual Bonus (minimum bonus or target bonus) opportunity (provided, however, that (a) a reduction in Annual Bonus opportunity shall not trigger the application of this clause if (1) it similarly applies to all senior executives of the Company and reflects the Board’s assessment of current or projected reductions in the nature, scope or profitability of the Company as compared to the prior fiscal year, or (2) such reduction is part of an overall modification to the Company’s compensation programs that does not reduce the Executive’s aggregate annual compensation opportunity by more than 15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus opportunity” shall mean the target bonus set for Executive with respect to a fiscal year and shall not be considered to have been reduced merely because the actual Annual Bonus paid to Executive with respect to such year was reduced below such target as part of the Board’s evaluation of Executive’s performance during such year and such evaluation has been conducted in good faith by the Board); (iv) the Company requiring the Executive to be based at any office or location more than 30 miles from that provided in Section 2(a)(B) hereof, provided that reasonable travel required in connection with Executive’s reporting relationships and responsibilities to the Board shall not be deemed a breach hereof; and (v) any failure by the Company to comply with Section 6(b) below.

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(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 7(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than ninety days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. A Notice of Termination shall also be provided (without a need to reference matters addressed in clauses (i) and (ii) above) in the event of any termination by the Company other than for Cause or by the Executive without Good Reason.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company, or if the Executive resigns, the effective date thereof stated in the Notice of Termination or Notice of Non-Renewal, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

(f)Effect of Termination. In the event of any termination of employment, except as otherwise agreed by the Company, the Executive shall automatically be deemed to have resigned and shall resign from all positions with the Company and its affiliates as of the Date of Termination.

4.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii)(B) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company:

(i)the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A.  the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s

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Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and

B.  in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;

(ii)the Company shall (A) pay or provide any accrued benefits, including accrued and unpaid vacation, and (B) continue, for 18 months after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and

(iii)any unvested Deferred Restricted Class A Units, Deferred Restricted Incentive Class A Units and any equity opportunities at Nuveen Asset Management that replace any of such units as described on Exhibit A, as well as any other stock options, restricted stock and restricted share units or other equity interests in the Company or its subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted and as set forth on Exhibit A. In addition, any unvested portion of the Special Retention Award specified on Exhibit A shall vest immediately and shall be paid within 30 days after the Date of Termination

(b)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason at any time (including by delivery of a Notice of Non-Renewal), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount set forth in clause (1) of Section 4(a)(i)(A) and accrued benefits pursuant to Section 4(a)(ii) above.

(c)Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Executive shall be entitled to the benefits set forth in Section 4(a) above (except that Section 4(a)(i)(B) shall not apply), and this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement. In addition, any unvested portion of the Special Retention Award specified on Exhibit A shall vest immediately and shall be paid within 30 days after Executive’s death or Disability.

(d)Full Discharge. The amounts payable to Executive following termination of the Employment Period or upon or any actual or constructive termination of Executive’s employment shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims Executive may have in respect of Executive’s employment by the Company or any Affiliate, and Executive acknowledges that such amounts are fair and reasonable, and Executive’s sole and

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exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder.

5.Covenants.

(a)The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.

(b)While employed by the Company or any of its subsidiaries and for eighteen months after the Executive’s termination of employment (the “Restricted Period”), the Executive will not, directly or indirectly, (i) solicit, hire or engage any individual for employment by any person or entity other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries if such person was employed by the Company or its subsidiaries within eighteen months of such hire or engagement (provided, however, that the employment of any such person as a result of a response to a general solicitation or advertisement shall not constitute a violation of this clause), or (ii) solicit any client or customer of the Company or its subsidiaries as of the Executive’s Date of Termination for any investment product or service competitive with the products and services of the Company or its subsidiaries, provided that, in the event the Executive’s termination of employment is by Executive for Good Reason or by the Company without Cause, then the covenant in this clause (ii) shall be limited to the clients or customers with whom the Executive had direct contact during the period of his employment with the Company.

(c)During the Restricted Period, Executive agrees not to make any public statement that is intended to or could reasonably be expected to disparage the Company or its subsidiaries or any of their products, services, shareholders, directors, officers or employees. During the Restricted Period, the Company agrees that it shall not make a public statement that is intended to or could reasonably be expected to disparage Executive.

(d)The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services during Executive’s employment with the Company and/or any of its Affiliates and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known,

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existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any an all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 5(d) is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliates being Executive’s employer.

(e)All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive will be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Executive’s possession or control.

(f)Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company, in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security.

(g)Executive agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to

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the termination of Executive’s employment to the extent the Company pays all Company-approved expenses Executive incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Executive in good faith) with Executive’s personal or professional schedule.

(h)The provisions of this Section 5 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.

6.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)The term “subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and all direct and/or indirect subsidiaries of the Company.

(c)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

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At the most recent address on

file for the Executive at the

Company.

If to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer

With a copy to the Company’s General Counsel at the same address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d)AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(e)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)From and after the Effective Date, this Agreement shall supersede any other employment, severance or change of control agreement between the Executive and the Company or any of its subsidiaries.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

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/s/ Thomas S. Schreier
Executive
NUVEEN INVESTMENTS, INC.
By:
/s/ John L. MacCarthy
Title:	EVP

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Exhibit A

Executive:  Thomas S. Schreier

Position:  Vice Chairman, Wealth Management, of the Company

Reporting Relationship: reports to the Chief Executive Officer of the Company

Locations: through June 2013, Executive will be located in Minneapolis and provided additional office provided in Chicago at 333 West Wacker Drive, Chicago, Illinois. Thereafter, Executive will be located in Minneapolis or, by mutual agreement of Executive and the Company, Chicago. If the Executive relocates to Chicago, Executive will be provided appropriate relocation assistance and benefits. The Company acknowledges that Executive intends to maintain his residence in Minneapolis but, prior to any relocation to Chicago, may establish a part-time residence in Chicago and travel between the two cities in order to perform the duties of his position. If prior to any relocation to Chicago Executive determines in his sole discretion to establish a part-time residence in Chicago rather than continue to stay in hotels, the Company will either (i) provide Executive a monthly expense reimbursement of $5,500 to cover the cost of housing, food and other household expenses or (ii) lease directly housing for Executive approved by the Executive (or pay lease rental amount on lease entered into by Executive, at Executive’s discretion) for up to $5,500 per month.

Annual Base Salary:  $550,000

2010 Annual Bonus:  To be funded by US Bancorp through closing date in an amount expected to be approximately $1.0 million

Minimum and target 2011 Annual Bonus:  $1,500,000 payable in first quarter of calendar year 2012

Special Retention Award:  $250,000 which will vest and be paid 30% on December 31, 2011; 30% on June 30, 2013; and 40% on December 31, 2014. This is in addition to the retention award granted jointly by US Bancorp and Nuveen Investments pursuant to their Asset Purchase Agreement.

Enhanced Severance Amount:  $2,500,000 — which is in addition to a pro-rata cash bonus (based on prior year) plus salary continuation through termination date

Long-Term Nuveen Investments Equity Opportunities:  Upon commencement of the employment period, Executive will be granted a number of Deferred Restricted Class A Units of Windy City Investments Holdings L.L.C. (“Windy City”) issued by the Company which would produce approximately $9,000,000 of value at a 2x return on the private equity capital invested in the Company on November 13, 2007 and $4,500,000 of value at 1x. Executive will also be granted a number of Deferred Restricted Incentive

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Class A Units of Windy City issued by the Company which would produce approximately $3,000,000 value at a 2x return on the private equity capital invested in the Company on November 13, 2007 but no value until the private equity capital invested in the Company is fully recouped at 1x. The terms of these Deferred Restricted Class A Units and Deferred Restricted Incentive Class A Units (including the deferral periods, vesting periods, and performance vesting provisions applicable to 25% of the Deferred Restricted Class A Units) will be the same as the terms of the same type of awards currently being granted to other senior executives of the Company, except that (i) the Deferred Restricted Incentive Class A Units will vest 50% on December 31, 2012 and 50% on December 31, 2014 and (ii) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, on or prior to December 31, 2011, then (A) any Deferred Restricted Class A Units that are time vested units and are scheduled to vest on or prior to December 31, 2011 shall vest on Executive’s date of termination of employment instead of being forfeited (and such time vested units scheduled to vest after December 31, 2011 will be forfeited); and (B) any Deferred Restricted Class A Units that are performance vested units that vest from the Executive’s date of termination through February 28, 2012 shall continue to vest on such dates irrespective of the termination of Executive’s employment instead of being forfeited (and no such performance units will vest thereafter). In the event the Effective Date is after December 31, 2010, the time vested Deferred Restricted Class A Units to be granted to Executive which would have vested on December 31, 2010 if the Effective Date was on or prior to December 31, 2010 shall be vested upon issuance. Finally, Executive shall be eligible to participate in any additional equity opportunities as may be granted periodically to senior executives of the Company and a portion of the above-referenced Deferred Restricted Class A Unit equity opportunity may be replaced by a Nuveen Asset Management-specific equity opportunity, to a modest extent of up to 25-33%, should a program be implemented at Nuveen Asset Management, Inc.

Outside Board Participation:  Executive shall be permitted to remain a member of the board of Pinnacle Airlines, Inc., and any of its successors, so long as Executive complies with requisite reporting, disclosure and other requirements of the Company. Executive shall also be permitted to be a board member of non-profit organizations.

Other Terms:  Executive is willing to represent the Company, and its products, as a member and potential Governor of the Investment Company Institute (1CI). Executive will work closely with the board of the Nuveen Funds and may represent the Company at some point as an inside director of the Fund Board. For the purpose of Form ADV, Executive is expected to serve as the Chairman of Nuveen Asset Management, although such designation may change as the business changes and Executive’s role evolves over time.

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EX-10.16

Exhibit 10.16

Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and William Adams IV (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”).

The Company has determined that, because of the unique nature of the Executive’s services to the Company, it is in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive, and to provide the Company with the continuity of management the Company considers crucial to ensuring the Company’s continued success. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2012 (“Initial Term”); provided, on January 1, 2013 and each January 1 thereafter, the employment period shall be extended for additional one-year periods until the Executive dies or becomes Disabled or the Company or the Executive delivers a Notice of Non-Renewal at least 60 days before such January 1 (the Initial Term, as so extended, is the “Employment Period”). The Employment Period shall automatically terminate upon any termination of Executive’s employment.

2.Terms of Employment.

(a)Position and Duties. During the Employment Period, (A) the Executive shall serve in the positions set forth on Exhibit A with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such positions, reporting to the person or persons set forth on Exhibit A, (B) the Executive’s services shall be performed at the location or locations set forth on Exhibit A and (C) excluding periods of vacation or sick leave, the Executive shall devote substantially all of his attention and time during normal business hours to the business and affairs of the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) not less than the amount set forth on Exhibit A.

(ii)Annual Bonus. For each fiscal year of the Company completed during the Employment Period, the Executive shall be entitled to participate in the Company’s annual incentive cash bonus plan then in effect (the “Annual Bonus”). The Executive’s minimum 2007 Annual Bonus and his target 2008 Annual Bonus are set forth on Exhibit A.

(iii)Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, vacation and other benefit plans, practices, policies and programs generally applicable to the senior executives of the Company, including, as may determined by the Company’s Board of Directors, the possible future grant of additional Class B Units or other direct or indirect equity interests in the Company or its subsidiaries.

(iv)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company’s policies for its senior executives as in effect from time to time.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Employment Period. “Disability” means the Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Executive’s duties and obligations to the Company or any of its subsidiaries and to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period. A Disability shall be determined in the reasonable judgment of either (i) the Board or (ii) the Executive or his or her personal representative or legal guardian, and shall be deemed to have occurred on (x) the date that such party provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or (y) such other date as the parties shall mutually agree (such date, the “Disability Effective Date”).

(b)Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be

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conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Executive’s employment may be terminated at any time by the Executive for Good Reason by Notice of Termination provided to the Company in accordance with Section 3(c) within 90 days after the Executive becomes aware of such basis for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive (i) any action by the Company that results in a material diminution in the Executive’s position, authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, including for this purpose, without limitation, actions that relate to the Executive’s status, offices, titles and reporting relationships and excluding for this purpose any action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of this Agreement (other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive); (iii) any reduction in the Executive’s Base Salary or Annual Bonus opportunity (provided, however, that (a) a reduction in Annual Bonus opportunity shall not trigger the application of this clause if (1) it similarly applies to all senior executives of the Company and reflects the Board’s assessment of current or projected reductions in the nature, scope or profitability of the Company as compared to the prior fiscal year, or (2) such reduction is part of an overall modification to the Company’s compensation programs that does not reduce the Executive’s aggregate annual compensation opportunity by more than 15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus opportunity” shall mean the target bonus set for Executive with respect to a fiscal year and shall not be considered to have been reduced merely because the actual Annual Bonus paid to Executive with respect to such year was reduced below such target as part of the Board’s evaluation of Executive’s performance during such year and such evaluation has been conducted in good faith by the Board); (iv) the Company requiring the Executive to be based at any office or location more than 30 miles from that provided in Section 2(a)(i)(B) hereof, provided that reasonable travel required in connection with Executive’s reporting relationships and responsibilities to the Board shall not be deemed a breach hereof; and (v) any failure by the Company to comply with Section 6(b) below.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 7(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written

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notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than ninety days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. A Notice of Termination shall also be provided (without a need to reference matters addressed in clauses (i) and (ii) above) in the event of any termination by the Company other than for Cause or by the Executive without Good Reason.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company, or if the Executive resigns, the effective date thereof stated in the Notice of Termination or Notice of Non-Renewal, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

(f)Effect of Termination. In the event of any termination of employment, except as otherwise agreed by the Company, the Executive shall automatically be deemed to have resigned and shall resign from all positions with the Company and its affiliates as of the Date of Termination.

4.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company:

(i)the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and

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B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;

(ii)the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and

(iii)any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

(b)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason at any time (including by delivery of a Notice of Non-Renewal), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount set forth in clause (1) of Section 4(a)(i)(A) and accrued benefits pursuant to Section 4(a)(ii) above.

(c)Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Executive shall be entitled to the benefits set forth in Section 4(a) above (except that Section 4(a)(i)(B) shall not apply), and this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement.

(d)Full Discharge. The amounts payable to Executive following termination of the Employment Period or upon or any actual or constructive termination of Executive’s employment shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims Executive may have in respect of Executive’s employment by the Company or any Affiliate, and Executive acknowledges that such amounts are fair and reasonable, and Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder.

5.Covenants.

(a)The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the

5

scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.

(b)While employed by the Company or any of its subsidiaries and for twelve months after the Executive’s termination of employment (the “Restricted Period”), the Executive will not, directly or indirectly, (i) solicit, hire or engage any individual for employment by any person or entity other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries if such person was employed by the Company or its subsidiaries within 12 months of such hire or engagement (provided, however, that the employment of any such person as a result of a response to a general solicitation or advertisement shall not constitute a violation of this clause), or (ii) solicit any client or customer of the Company or its subsidiaries as of the Executive’s Date of Termination for any investment product or service competitive with the products and services of the Company or its subsidiaries.

(c)During the Restricted Period, Executive agrees not to make any public statement that is intended to or could reasonably be expected to disparage the Company or its subsidiaries or any of their products, services, shareholders, directors, officers or employees. During the Restricted Period, the Company agrees that it shall not make a public statement that is intended to or could reasonably be expected to disparage Executive.

(d)The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services during Executive’s employment with the Company and/or any of its Affiliates and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any an all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any

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rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 5(d) is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliates being Executive’s employer.

(e)All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive will be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Executive’s possession or control.

(f)Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company, in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security.

(g)Executive agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment to the extent the Company pays all Company-approved expenses Executive incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Executive in good faith) with Executive’s personal or professional schedule.

(h)The provisions of this Section 5 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.

6.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This

7

Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the Stale of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)The term “subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and all direct and/or indirect subsidiaries of the Company.

(c)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on

file for the Executive at the

Company.

If to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer

With a copy to the Company’s General Counsel at the same address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

8

(d)AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(e)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)From and after the Effective Date, this Agreement shall supersede any other employment, severance or change of control agreement between the Executive and the Company or any of its subsidiaries.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

William Adams IV

/s/ William Adams IV

Executive

NUVEEN INVESTMENTS, INC.

By:

/s/ John L. MacCarthy

Title: Senior Vice President

9

Exhibit A

Executive: William Adams IV

Positions: Executive Vice President of the Company; member of the Executive Committee

Reporting relationship: To the Office of the Chairman

Location: 333 West Wacker Drive, Chicago, Illinois

Annual base salary: $450,000 (effective January 1, 2008)

Minimum 2007 Annual Bonus: $1,000,000

Target 2008 Annual Bonus: $1,150,000

Enhanced Severance Amount: $1,000,000

10

EX-10.17

Exhibit 10.17

Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and John L. MacCarthy (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”).

The Company has determined that, because of the unique nature of the Executive’s services to the Company, it is in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive, and to provide the Company with the continuity of management the Company considers crucial to ensuring the Company’s continued success. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2012 (“Initial Term”); provided, on January 1, 2013 and each January 1 thereafter, the employment period shall be extended for additional one-year periods until the Executive dies or becomes Disabled or the Company or the Executive delivers a Notice of Non-Renewal at least 60 days before such January 1 (the Initial Term, as so extended, is the “Employment Period”). The Employment Period shall automatically terminate upon any termination of Executive’s employment.

2.Terms of Employment.

(a)Position and Duties. During the Employment Period, (A) the Executive shall serve in the positions set forth on Exhibit A with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such positions, reporting to the person or persons set forth on Exhibit A, (B) the Executive’s services shall be performed at the location or locations set forth on Exhibit A and (C) excluding periods of vacation or sick leave, the Executive shall devote substantially all of his attention and time during normal business hours to the business and affairs of the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) not less than the amount set forth on Exhibit A.

(ii)Annual Bonus. For each fiscal year of the Company completed during the Employment Period, the Executive shall be entitled to participate in the Company’s annual incentive cash bonus plan then in effect (the “Annual Bonus”). The Executive’s minimum 2007 Annual Bonus and his target 2008 Annual Bonus are set forth on Exhibit A.

(iii)Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension, welfare, perquisites, fringe benefit, vacation and other benefit plans, practices, policies and programs generally applicable to the senior executives of the Company, including, as may determined by the Company’s Board of Directors, the possible future grant of additional Class B Units or other direct or indirect equity interests in the Company or its subsidiaries.

(iv)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all expenses incurred by the Executive in accordance with the Company’s policies for its senior executives as in effect from time to time.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Employment Period. “Disability” means the Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Executive’s duties and obligations to the Company or any of its subsidiaries and to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period. A Disability shall be determined in the reasonable judgment of either (i) the Board or (ii) the Executive or his or her personal representative or legal guardian, and shall be deemed to have occurred on (x) the date that such party provides notice to the other party of the satisfaction of each of the requirements to constitute a Disability set forth above or (y) such other date as the parties shall mutually agree (such date, the “Disability Effective Date”).

(b)Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be

2

conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Executive’s employment may be terminated at any time by the Executive for Good Reason by Notice of Termination provided to the Company in accordance with Section 3(c) within 90 days after the Executive becomes aware of such basis for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Executive (i) any action by the Company that results in a material diminution in the Executive’s position, authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, including for this purpose, without limitation, actions that relate to the Executive’s status, offices, titles and reporting relationships and excluding for this purpose any action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of this Agreement (other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive); (iii) any reduction in the Executive’s Base Salary or Annual Bonus opportunity (provided, however, that (a) a reduction in Annual Bonus opportunity shall not trigger the application of this clause if (1) it similarly applies to all senior executives of the Company and reflects the Board’s assessment of current or projected reductions in the nature, scope or profitability of the Company as compared to the prior fiscal year, or (2) such reduction is part of an overall modification to the Company’s compensation programs that does not reduce the Executive’s aggregate annual compensation opportunity by more than 15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus opportunity” shall mean the target bonus set for Executive with respect to a fiscal year and shall not be considered to have been reduced merely because the actual Annual Bonus paid to Executive with respect to such year was reduced below such target as part of the Board’s evaluation of Executive’s performance during such year and such evaluation has been conducted in good faith by the Board); (iv) the Company requiring the Executive to be based at any office or location more than 30 miles from that provided in Section 2(a)(i)(B) hereof, provided that reasonable travel required in connection with Executive’s reporting relationships and responsibilities to the Board shall not be deemed a breach hereof; and (v) any failure by the Company to comply with Section 6(b) below.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 7(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written

3

notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than ninety days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. A Notice of Termination shall also be provided (without a need to reference matters addressed in clauses (i) and (ii) above) in the event of any termination by the Company other than for Cause or by the Executive without Good Reason.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company, or if the Executive resigns, the effective date thereof stated in the Notice of Termination or Notice of Non-Renewal, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

(f)Effect of Termination. In the event of any termination of employment, except as otherwise agreed by the Company, the Executive shall automatically be deemed to have resigned and shall resign from all positions with the Company and its affiliates as of the Date of Termination.

4.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company:

(i)the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A.  the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and

4

B.  in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;

(ii)the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and

(iii)any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

(b)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason at any time (including by delivery of a Notice of Non-Renewal), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive an amount equal to the amount set forth in clause (1) of Section 4(a)(i)(A) and accrued benefits pursuant to Section 4(a)(ii) above.

(c)Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Executive shall be entitled to the benefits set forth in Section 4(a) above (except that Section 4(a)(i)(B) shall not apply), and this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement.

(d)Full Discharge. The amounts payable to Executive following termination of the Employment Period or upon or any actual or constructive termination of Executive’s employment shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims Executive may have in respect of Executive’s employment by the Company or any Affiliate, and Executive acknowledges that such amounts are fair and reasonable, and Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder.

5.Covenants.

(a)The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the

5

scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.

(b)While employed by the Company or any of its subsidiaries and for twelve months after the Executive’s termination of employment (the “Restricted Period”), the Executive will not, directly or indirectly, (i) solicit, hire or engage any individual for employment by any person or entity other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries if such person was employed by the Company or its subsidiaries within 12 months of such hire or engagement (provided, however, that the employment of any such person as a result of a response to a general solicitation or advertisement shall not constitute a violation of this clause), or (ii) solicit any client or customer of the Company or its subsidiaries as of the Executive’s Date of Termination for any investment product or service competitive with the products and services of the Company or its subsidiaries.

(c)During the Restricted Period, Executive agrees not to make any public statement that is intended to or could reasonably be expected to disparage the Company or its subsidiaries or any of their products, services, shareholders, directors, officers or employees. During the Restricted Period, the Company agrees that it shall not make a public statement that is intended to or could reasonably be expected to disparage Executive.

(d)The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services during Executive’s employment with the Company and/or any of its Affiliates and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any an all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any

6

rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 5(d) is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliates being Executive’s employer.

(e)All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive will be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Executive’s possession or control.

(f)Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company, in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security.

(g)Executive agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment to the extent the Company pays all Company-approved expenses Executive incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Executive in good faith) with Executive’s personal or professional schedule.

(h)The provisions of this Section 5 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.

6.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This

7

Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)The term “subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and all direct and/or indirect subsidiaries of the Company.

(c)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on

file for the Executive at the

Company.

If to the Company:

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer

With a copy to the Company’s General Counsel at the same address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

8

(d)AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(e)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)From and after the Effective Date, this Agreement shall supersede any other employment, severance or change of control agreement between the Executive and the Company or any of its subsidiaries.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

John L. MacCarthy

/s/ John L. MacCarthy

Executive

NUVEEN INVESTMENTS, INC.

By:

/s/ John P. Amboian

Title: Chief Executive Officer

9

Exhibit A

Executive: John L. MacCarthy

Positions: Senior Vice President, General Counsel and Secretary of the Company; member of the Executive Committee

Reporting relationship: To the Chief Executive Officer

Location: 333 West Wacker Drive, Chicago, Illinois

Annual base salary: $450,000 (effective January 1, 2008)

Minimum 2007 Annual Bonus: $900,000

Target 2008 Annual Bonus: $1,000,000

Enhanced Severance Amount: $1,000,000

10

EX-12.1

Exhibit 12.1

Nuveen Investments Inc. & Subsidiaries

Computation of Earnings to Fixed Charges

(in thousands, except for the ratio of earnings to fixed charges)

	2009			2010			2011			2012			2013
EARNINGS:
Income/(loss) before taxes	$	(4,561	)	$	25,776		$	(26,446	)	$	(877,916	)	$	32,359
less: (income)/loss from noncontrolling interests	(1,653		)	(87,426		)	7,171			66,188			(29,516		)
less: Symphony CLO V (income)/loss	(135,273		)	(24,949		)	7,576			(23,165		)	(4,725		)
Income/(loss) before taxes attributable to Nuveen Investments, before all non-controlling interests and Symphony CLO V	(141,487		)	(86,599		)	(11,699		)	(834,893		)	(1,882		)
Fixed charges	318,061			320,635			330,072			351,712			295,630
Earnings, as defined	$	176,574		$	234,036		$	318,373		$	(483,181	)	$	293,748
FIXED CHARGES:
Net interest expense	$	306,642		$	309,552		$	320,416		$	340,270		$	283,759
add: interest and dividend revenue	5,253			5,420			3,685			5,290			5,886
Gross interest expense	311,895			314,972			324,101			345,560			289,645
Interest component of rent expense (one-third of rent expense)	6,166			5,663			5,971			6,152			5,985
Total Fixed Charges	$	318,061		$	320,635		$	330,072		$	351,712		$	295,630
Ratio of earnings to fixed charges:	0.56			0.73			0.96			(1.37		)	0.99
Deficiency	$	(141,487	)	$	(86,599	)	$	(11,699	)	$	(834,893	)	$	(1,881	)

EX-21.1

Exhibit 21.1

Subsidiaries of the Company

Subsidiary	Jurisdiction of Organization/Incorporation
Gresham Asset Management LLC	Delaware
Gresham Investment Management LLC	Delaware
Nuveen Tradewinds Holdings, LLC	Delaware
Nuveen NWQ Holdings, LLC	Delaware
Santa Barbara Asset Management, LLC	Delaware
Nuveen WCM Holdings, LLC	Delaware
Symphony Asset Management LLC	California
Nuveen Investments Holdings, Inc.	Delaware
Nuveen Fund Advisors, LLC	Delaware
Nuveen Investments Advisers Inc.	Delaware
Nuveen Commodities Asset Management, LLC	Delaware
Nuveen Global Investments Holdings, LLC	Delaware
Nuveen Securities, LLC	Delaware
Nuveen Asia Investments, Inc.	Delaware
Tradewinds Global Investors, LLC	Delaware
NWQ Investment Management Company, LLC	Delaware
Winslow Capital Management, LLC	Delaware
Nuveen Investments Canada Co.	Nova Scotia
Nuveen Asset Management, LLC	Delaware
Nuveen Global Investments Ltd.	England/Wales
Rittenhouse Asset Management, Inc.	Delaware
Nuveen Alternative Investments, LLC	Delaware
Nuveen Investments Institutional Services Group LLC	Delaware
Nuveen HydePark Group, LLC	Delaware
Nuveen Investment Solutions, Inc.	Illinois

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Nuveen Investments, Inc.:

We consent to the use of our report dated March 13, 2014 included herein and to the references to our firm under the headings “Summary Historical Consolidated Financial and Operating Data”, “Selected Consolidated Financial and Operating Data” and “Experts” in the prospectus.

/s/ KPMG LLP

Chicago, Illinois

March 13, 2014

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)  o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Raymond S. Haverstock

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6299

(Name, address and telephone number of agent for service)

Nuveen Investments, Inc.*

(Issuer with respect to the Securities)

Delaware	36-3817266
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 West Wacker Drive Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

SEE TABLE OF ADDITIONAL REGISTRANTS

9.125% Senior Notes Due 2017

 Guarantees of 9.125% Senior Notes due 2017

9.50% Senior Notes due 2020

Guarantees of 9.50% Senior Notes due 2017

(Title of the Indenture Securities)

*TABLE OF ADDITIONAL REGISTRANTS

The address and telephone number of the principal executive office of each additional registrant is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700. The name, address and telephone number of the agent for service of each additional registrant is John L. MacCarthy, EVP, Secretary & General Counsel, Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.

Exact name of registrant as specified in its charter	State or other  jurisdiction of incorporation or  organization	Primary  Standard  Industrial Classification  Code Number	I.R.S.  Employer Identification  Number
Windy City Investments, Inc.	Delaware	6282	26-0373324
Nuveen Asset Management, LLC	Delaware	6282	27-4357327
Nuveen Commodities Asset Management, LLC	Delaware	6282	42-1683694
Nuveen Fund Advisors, LLC	Delaware	6282	31-0942504
Nuveen Investments Advisers Inc.	Delaware	6282	04-3714572
Nuveen Investments Holdings, Inc.	Delaware	6282	36-7364377
Nuveen NWQ Holdings, LLC	Delaware	6282	36-4709028
Nuveen Tradewinds Holdings, LLC	Delaware	6282	02-0767175
Nuveen WCM Holdings, LLC	Delaware	6282	37-1695518
NWQ Investment Management Company, LLC	Delaware	6282	47-0875103
Santa Barbara Asset Management, LLC	Delaware	6282	20-3432117
Symphony Asset Management LLC	California	6282	94-3252504
Tradewinds Global Investors, LLC	Delaware	6282	02-0767178
Winslow Capital Management, LLC	Delaware	6282	90-0860898

2

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of September 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 27th of February, 2014.

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

4

Exhibit 2 Comptroller of the Currency Administrator of National Banks Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate. IN TESTIMONY WHEREOF, today, February 27, 2013, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. /s/ Thomas J. Curry Comptroller of the Currency 5

Exhibit 3 Comptroller of the Currency Administrator of National Banks Washington, DC 20219 CERTIFICATION OF FIDUCIARY POWERS I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that: 1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today, February 27, 2013, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. /s/ Thomas J. Curry Comptroller of the Currency 6

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 27, 2014
	By:	/s/ Raymond S. Haverstock
		Raymond S. Haverstock
		Vice President

7

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2013

($000’s)

	12/31/2013
Assets
Cash and Balances Due From Depository Institutions	$	8,472,724
Securities	79,357,671
Federal Funds	76,693
Loans & Lease Financing Receivables	232,699,923
Fixed Assets	4,466,915
Intangible Assets	13,365,332
Other Assets	22,039,020
Total Assets	$	360,478,278
Liabilities
Deposits	$	271,150,926
Fed Funds	2,539,914
Treasury Demand Notes	0
Trading Liabilities	432,300
Other Borrowed Money	29,623,570
Acceptances	0
Subordinated Notes and Debentures	5,586,320
Other Liabilities	11,722,618
Total Liabilities	$	321,055,648
Equity
Common and Preferred Stock	18,200
Surplus	14,231,212
Undivided Profits	24,312,465
Minority Interest in Subsidiaries	$	860,753
Total Equity Capital	$	39,422,630
Total Liabilities and Equity Capital	$	360,478,278

8

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Nuveen Investments, Inc.

OFFERS TO EXCHANGE

$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 91/8% SENIOR NOTES DUE 2017,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),  FOR ANY AND ALL OUTSTANDING 91/8% SENIOR NOTES DUE 2017

AND

$645,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9½% SENIOR NOTES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OUTSTANDING 9½% SENIOR NOTES DUE 2020

EACH OF THE EXCHANGE OFFERS AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2014 (SUCH TIME, WITH RESPECT TO THE APPLICABLE EXCHANGE OFFER, AN “EXPIRATION DATE”) UNLESS THE APPLICABLE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE APPLICABLE EXPIRATION DATE.

Delivery to: U.S. Bank National Association, Exchange Agent

By Mail or Overnight Courier: U.S. Bank National Association U.S. Bank West Side Flats Operations Center 60 Livingston Ave. St. Paul, MN 55107 Attention: Specialized Finance Reference: Nuveen Investments, Inc.	By Facsimile Transmission: (651) 466-7372	By Hand Delivery: U.S. Bank National Association U.S. Bank West Side Flats Operations Center 60 Livingston Ave. St. Paul, MN 55107 Attention: Specialized Finance Reference: Nuveen Investments, Inc.
	To Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY (“DTC”) DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in “The Exchange Offers—Book-Entry Delivery Procedures” and “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the applicable Expiration Date or who cannot complete the procedures for book-entry transfer

on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus.

As used in this Letter of Transmittal, the term “holder” with respect to each of the Exchange Offers (as defined below) means any person in whose name Outstanding Notes are registered on the books of Nuveen Investments, Inc., a Delaware corporation (the “Issuer”), or, with respect to interests in the Outstanding Notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed, signed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the applicable Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter of Transmittal in its entirety.

The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2014 (as it may be amended or supplemented from time to time, the “Prospectus”) of the Issuer and certain domestic subsidiaries of the Issuer (the “Guarantors,” and each, a “Guarantor”) and this Letter of Transmittal, which together constitute the offers (the “Exchange Offers”) to exchange (i) an aggregate principal amount of up to $500,000,000 of the Issuer’s 91/8% Senior Notes due 2017, guaranteed by the Guarantors, that have been registered under the Securities Act (the “2017 Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 91/8% Senior Notes due 2017, guaranteed by the Guarantors (the “2017 Outstanding Notes”) and (ii) an aggregate principal amount of up to $645,000,000 of the Issuer’s 9½% Senior Notes due 2020, guaranteed by the Guarantors, that have been registered under the Securities Act (the “2020 Exchange Notes” and together with the 2017 Exchange Notes, the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 9½% Senior Notes due 2020, guaranteed by the Guarantors, that were originally sold pursuant to private offerings in September 2012 (the “2020 Outstanding Notes” and, together with the 2017 Outstanding Notes, the “Outstanding Notes”). The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees.

Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the applicable Exchange Offer.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space below is inadequate, the Certificate or registration numbers and principal amounts of Outstanding Notes should be listed on a separately signed schedule affixed hereto.

Box 1

Description of Outstanding Notes Tendered

Name(s) and Address(es) ofRegistered Holder(s)(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Series ofOutstandingNotes	Certificate orRegistrationNumber(s) ofOutstanding Notes*	Aggregate PrincipalAmountRepresented byOutstanding Notes	Aggregate PrincipalAmount ofOutstanding NotesBeing Tendered**
		Total

*	Need not be completed by book-entry holders (see below).
**	The minimum permitted tender is $2,000 in principal amount. All tenders must be in integral multiples of $1,000 in principal amount. The aggregate principal amount of all of the Outstanding Notes represented by the Outstanding Notes identified in this column, or delivered to the Exchange Agent herewith, will be deemed tendered unless a lesser amount is specified in this column. See Instruction 4.

Box 2
Book-Entry Transfer

o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:
	DTC Account Number:
	Transaction Code Number:

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting an Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the applicable Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the applicable Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the applicable Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3
Notice of Guaranteed Delivery
(See Instruction 2 below)

o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Registered Holder(s):
	Window Ticket Number (if any):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Eligible Guarantor Institution which Guaranteed Delivery:
	IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
	Name of Tendering Institution:
	DTC Account Number:
	Transaction Code Number:

Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfer

o CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5
Participating Broker-Dealer

o	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE ISSUER TO SUSPEND AND RESUME USE OF THE PROSPECTUS. PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER, ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS.
	Name:
	Address:
	Telephone No.:
	Facsimile No.:

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the applicable Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the applicable Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market making activities or other trading activities and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in either of the Exchange Offers with respect to Outstanding Notes acquired other than as a result of market making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the applicable Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby in accordance with the terms and conditions of the applicable Exchange Offer (including if the applicable Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Outstanding Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Issuer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, (2) present and deliver such Outstanding Notes for transfer on the books of the Issuer, (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes and (4) otherwise to cause the Outstanding Notes to be assigned, transferred and exchanged, all in accordance with the terms of the applicable Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when the same are accepted by the Issuer. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaged in, or intends to engage in, a distribution of such Exchange Notes within the meaning of the Securities Act, or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Issuer or any Guarantor.

The undersigned also acknowledges that each Exchange Offer is being made based on the Issuer’s understanding of an interpretation by the staff of the United States Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the applicable Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Issuer or any Guarantor within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Issuer or any Guarantor, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in, or intends to engage in, a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the applicable Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered hereby. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer and the Guarantors of their obligations under (i) with respect to the Outstanding 2017 Notes, the Registration Rights Agreement, dated as of September 19, 2012 among the Issuer, the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of certain of the 2017 Outstanding Notes and (ii) with respect to the Outstanding 2020 Notes, the Registration Rights Agreement, dated as of September 19, 2012 among the Issuer, the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of certain of the 2020 Outstanding Notes, and that, in each case, the Issuer and the Guarantors shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreements. The undersigned will comply with its obligations under the applicable registration rights agreement.

Each of the Exchange Offers is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offers—Conditions to the Exchange Offers.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer), as more particularly set forth in the Prospectus, the Issuer may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the applicable Exchange Offer. In addition, the Issuer may amend either of the Exchange Offers at any time prior to the applicable Expiration Date if any of the conditions set forth under “The Exchange Offers—Conditions to the Exchange Offers” occur.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the applicable Expiration Date in accordance with the procedures set forth in the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Delivery Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

Box 6
Special Issuance Instructions
(See Instructions 1, 5 and 6 below)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue		o	Exchange Notes to:
		o	Outstanding Notes not tendered to:
Name(s):
	(Please Type or Print)
Address:

		(Include Zip Code)
Daytime Telephone No.
DTC Participant No.
	(Taxpayer Identification or Social Security Number)

Box 7
Special Delivery Instructions
(See Instructions 1, 5 and 6 below)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Issue			o	Exchange Notes to:
			o	Outstanding Notes not tendered to:
		NY:1612546.3
Name(s):
		(Please Type or Print)
Address:
		(Include Zip Code)
Daytime Telephone No.
DTC Participant No.
	(Taxpayer Identification or Social Security Number)

Box 8

PLEASE SIGN HERE

Tendering Holder Signature

In addition, U.S. persons should complete accompanying IRS Form W-9

Signature of registered holder(s) or Authorized Signatory(ies):
Date:
Note:    The above lines must be signed by the registered holder(s) of the Outstanding Notes as their name(s) appear(s) on the Outstanding Notes or on a security position listing as the owner of the Outstanding Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers or endorsements transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.
Name(s):
		(Please Type or Print)
Capacity (full title):
Address:
	(Including Zip Code)
Area Code and Telephone Number:
Tax Identification or Social Security Number:

SIGNATURE GUARANTEE

(If Required by Instruction 5)

Signature(s) Guaranteed by an Eligible Guarantor Institution:
	(Authorized Signature)
(Title)
(Name and Firm)
(Address)
Date:
Area Code and Telephone Number:
Tax Identification or Social Security Number:

INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF EACH OF THE EXCHANGE OFFERS

General

Please do not send Outstanding Notes or Letters of Transmittal directly to the Issuer. Your Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will he deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates.

This Letter of Transmittal is to be completed by holders of Outstanding Notes (which term, for purposes of the applicable Exchange Offer, includes any participant in DTC whose name appears on a security position listing as the holder of such Outstanding Notes) if either (a) Certificates for such Outstanding Notes are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offers—Book-Entry Delivery Procedures” in the Prospectus and an Agent’s Message (as defined below) is not delivered. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, this Letter of Transmittal and that the Issuer may enforce this Letter of Transmittal against such participant. Certificates representing the tendered Outstanding Notes, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy of this Letter of Transmittal, or a facsimile hereof (or, in the case of a book-entry transfer, an Agent’s Message), a IRS Form W-9 and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the applicable Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Notes may be tendered in whole or in part in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

2. Guaranteed Delivery Procedures.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the applicable Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may effect a tender by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Pursuant to these procedures, holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) a properly completed and signed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal is delivered to the Exchange Agent on or before the applicable Expiration Date (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Outstanding Notes, the registered number(s) of such Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby; and (iii) the Certificates or a confirmation of book-entry transfer and a properly completed and signed Letter of Transmittal is delivered to the Exchange Agent within three New York Stock Exchange trading days after the applicable Expiration Date. The Notice of Guaranteed Delivery may be delivered by hand, facsimile or mail to the Exchange Agent, and a guarantee by an Eligible Guarantor Institution must be included in the form described in the notice.

Any holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the applicable Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

The Issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder of Outstanding Notes, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder(s) has (have) completed either the box entitled “Special Issuance Instructions” (Box 6) or “Special Delivery Instructions” (Box 7) above; or

(ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Guarantor Institution.

In all other cases, an Eligible Guarantor Institution must guarantee the signature(s) in Box 8 on this Letter of Transmittal. See Instruction 5.

If the space provided in the box captioned “Description of Outstanding Notes Tendered” (Box 1) is inadequate, the Certificate or registration number(s) and/or the principal amount of Outstanding Notes and any other required information should he listed an a separate, signed schedule and attached to this Letter of Transmittal.

3. Beneficial Owner Instructions.

Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, with respect to interests in the Outstanding Notes held by DTC, a DTC participant listed in an official DTC proxy), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the applicable Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner of the 91/8% Senior Notes due 2017 and/or 9½% Senior Notes due 2020” form accompanying this Letter of Transmittal.

4. Partial Tenders; Withdrawals.

Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000, in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted Certificate is tendered, the tendering holder(s) should fill in the aggregate principal amount tendered in the column entitled “Aggregate Principal Amount of Outstanding Notes Being Tendered” in Box 1 above. A newly issued Certificate for the principal amount of Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the applicable Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated.

Outstanding Notes tendered pursuant to either of the Exchange Offers may be withdrawn at any time prior to the applicable Expiration Date, after which tenders of Outstanding Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at the address set forth on the first page hereof. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the “Depositor”), (ii) identify the Outstanding Notes to be withdrawn (including the registration number(s) and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes in the name of the person withdrawing the tender, (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor and (v) include a statement that the Depositor is withdrawing its election to have such Outstanding Notes exchanged. All questions as to the validity, form and eligibility (including time of receipt) of such notices will he determined by the Issuer, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the applicable Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly re-tendered. Any Outstanding Notes which have been tendered but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the applicable Exchange Offer. Properly withdrawn Outstanding

Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the applicable Expiration Date.

Neither the Issuer, the Guarantors, any affiliates or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

5. Signature on Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the Certificates without alteration, addition, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Outstanding Notes.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

If this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of the tendered Outstanding Notes or separate written instruments of transfer or exchange are required. In any other case, the registered holder(s) (or acting holder(s)) must either properly endorse the Outstanding Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on the Outstanding Notes, and, with respect to a participant in DTC whose name appears on such security position listing), with the signature on the Outstanding Notes or bond power guaranteed by an Eligible Guarantor Institution (except where the Outstanding Notes are tendered for the account of an Eligible Guarantor Institution).

If this Letter of Transmittal, any Certificates, bond powers or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, must submit proper evidence satisfactory to the Issuer, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers or separate written instruments of transfer or exchange required by this Instruction 5 must be guaranteed by a firm that is a member of the Security Transfer Agent Medallion Signature Program or by any other “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Guarantor Institution only if the Outstanding Notes are tendered: (i) by a registered holder of the Outstanding Notes (which term, for purposes of the applicable Exchange Offer, includes any participant in the DTC system whose name appears on a security position listing as the owner of such Outstanding Notes) tendered who has not completed Box 6 entitled “Special Issuance Instructions” or Box 7 entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Guarantor Institution.

6. Special Issuance and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or substitute certificates evidencing Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering holder should complete the applicable box. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereof (See Box 4).

If no instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at DTC.

7. Transfer Taxes.

The Issuer will pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offers. If, however, a transfer tax is imposed because Exchange Notes are delivered or issued in the name of a person other than the registered holder or if a transfer tax is imposed for any other reason other than the transfer and exchange of Outstanding Notes to the Issuer or its order pursuant to the Exchange Offers, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to the tendering holder by the Exchange Agent.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in the Letter of Transmittal.

8. Waiver of Conditions.

The Issuer reserves the right to waive, in whole or in part, any of the conditions to either of the Exchange Offers set forth in the Prospectus.

9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been completed.

10. Questions and Request for Assistance or Additional Copies.

Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

11. Validity and Form; No Conditional Tenders; No Notice of Irregularities.

All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Outstanding Notes and withdrawal of tendered Outstanding Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Issuer also reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Issuer’s interpretation of the terms and conditions of each of the Exchange Offers (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuer shall determine. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder as soon as practicable following the applicable Expiration Date.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH OUTSTANDING NOTES OR CONFIRMATION OF BOOK ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE APPLICABLE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding on any reportable payments made with respect to the Exchange Notes unless the holder provides the Exchange Agent (or the applicable payment agent) with its correct TIN and certifies that it is not subject to backup withholding by completing the enclosed IRS Form W-9, or otherwise establishes an exemption from backup withholding. In general, for an individual, the TIN is such individual’s social security number.

Certain holders of Outstanding Notes (including, among others, generally all corporations and certain foreign holders) are exempt from the backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should still sign, date and return the IRS Form W-9 to the Exchange Agent (or the applicable paying agent), certifying their exempt status. In order for a foreign holder to qualify as an exempt recipient, the holder must submit an applicable Form W-8 (such as an IRS Form W-8BEN), signed under penalties of perjury, attesting to that holder’s non-U.S. status. An applicable Form W-8 can be obtained from the Exchange Agent or the IRS’s website. Holders should consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements, and the procedure for obtaining the exemption.

If backup withholding applies, the paying agent is required to withhold 28% of any reportable payments made with respect to the Exchange Notes to the holder of Exchange Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the required information is furnished.

A holder of Outstanding Notes who does not have a TIN may write “Applied For”, as indicated in the IRS Form W-9 instructions, if such holder has applied for a TIN or intends to apply for a TIN in the near future. In such a case, the paying agent will withhold and retain 28% of all reportable payments made with respect to the Exchange Notes to such holder prior to the time such holder’s properly certified TIN is provided to the paying agent. If the paying agent is not provided with such holder’s TIN within 60 days, such amounts withheld and retained by the paying agent will be paid over to the IRS. A holder of Outstanding Notes is required to give the paying agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, a holder should consult the enclosed IRS Form W-9 instructions and their own tax advisors for additional guidance on which TIN to report.

Form W-9 (Rev. August 2013) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Exemptions (see instructions):  Individual/sole proprietor  C Corporation  S Corporation  Partnership  Trust/estate Exempt payee code (if any) Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > Exemption from FATCA reporting code (if any) Other (see instructions) > Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number [ ][ ][ ]-[ ][ ]-[ ][ ][ ][ ] Employer identification number [ ][ ]-[ ][ ][ ][ ][ ][ ]Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.Sign Here Signature of U.S. person > Date >General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:  An individual who is a U.S. citizen or U.S. resident alien,  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,  An estate (other than a foreign estate), or  A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 8-2013)

Form W-9 (Rev. 8-2013) Page 2  In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:  In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity,  In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and  In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships on page 1. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line. Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line. Other entities. Enter your business name as shown on required U.S. federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line. Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Form W-9 (Rev. 8-2013) Page 3 Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1 — An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2 — The United States or any of its agencies or instrumentalities 3 — A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities 4 — A foreign government or any of its political subdivisions, agencies, or instrumentalities 5 — A corporation 6 — A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7 — A futures commission merchant registered with the Commodity Futures Trading Commission 8 — A real estate investment trust 9 — An entity registered at all times during the tax year under the Investment Company Act of 1940 10 — A common trust fund operated by a bank under section 584(a) 11 — A financial institution 12 — A middleman known in the investment community as a nominee or custodian 13 — A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,000(1) Generally, exempt payees 1 through 5(2) Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 (1) See Form 1099-MISC, Miscellaneous Income, and its instructions. (2) However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A — An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B — The United States or any of its agencies or instrumentalities C — A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D — A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E — A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i) F — A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G — A real estate investment trust H — A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I — A common trust fund as defined in section 584(a) J — A bank as defined in section 581 K — A broker L — A trust exempt from tax under section 664 or described in section 4947(a)(1) M — A tax exempt trust under a section 403(b) plan or section 457(g) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Form W-9 (Rev. 8-2013) Page 4 What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account (1) 3. Custodian account of a minor (Uniform Gift to Minors Act) The minor (2) 4. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee (1) b. So-called trust account that is not a legal or valid trust under state law The actual owner (1) 5. Sole proprietorship or disregarded entity owned by an individual The owner (3) 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) The grantor* For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an individual The owner 8. A valid trust, estate, or pension trust Legal entity (4) 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 10. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 11. Partnership or multi-member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) The trust (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. (2) Circle the minor’s name and furnish the minor’s SSN. (3) You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. (4) List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. * Note. Grantor also must provide a Form W-9 to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk:  Protect your SSN,  Ensure your employer is protecting your SSN, and  Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk.  Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2

Exhibit 99.2

Nuveen Investments, Inc.

OFFERS TO EXCHANGE

$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.125% SENIOR NOTES DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 9.125% SENIOR NOTES DUE 2017

$645,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.5% SENIOR NOTES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OUTSTANDING 9.5% SENIOR NOTES DUE 2020

            , 2014

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

As described in the enclosed Prospectus, dated                , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”) and Letter of Transmittal (the “Letter of Transmittal”), Nuveen Investments, Inc. (the “Issuer”) and certain domestic subsidiaries of the Issuer (the “Guarantors”) are offering to exchange (the “Exchange Offers” and each an “Exchange Offer”) (i) an aggregate principal amount of up to $500,000,000 of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2017 Notes”) for an equal aggregate principal amount of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2017 Notes”) and (ii) an aggregate principal amount of up to $645,000,000 of the Issuer’s 9.5% Senior Notes due 2020, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2020 Notes” and, together with the Exchange 2017 notes, the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 9. 5% Senior Notes due 2020, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2020 Notes” and, together with the Outstanding 2017 Notes, the “Outstanding Notes”) in denominations of $2,000 and integral multiples of $1,000 in excess thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the applicable Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to conditions set forth in the enclosed Prospectus. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offers to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Issuer will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of each of the Exchange Offers is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES. PLEASE NOTE THAT EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON , 2014 (SUCH TIME, WITH RESPECT TO THE APPLICABLE EXCHANGE OFFER, AN “EXPIRATION DATE”) UNLESS THE ISSUER EXTENDS THE APPLICABLE EXCHANGE OFFER.

The Issuer will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offers. The Issuer will pay all transfer taxes, if any, applicable to the tender of Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

Enclosed are copies of the following documents:

1. The Prospectus.

2. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding).

3. A form of Notice of Guaranteed Delivery.

4. A form of letter which you may send, as a cover letter to accompany the Prospectus and related materials, to your clients for whose accounts you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining the client’s instructions regarding the applicable Exchange Offer.

Your prompt action is requested. Tendered Outstanding Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m., New York City time, on the applicable Expiration Date.

To participate in either of the Exchange Offers, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of U.S. Bank National Association (the “Exchange Agent”), at the Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the applicable Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the applicable Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Additional copies of the enclosed material may be obtained from, and any inquiries you may have with respect to the procedures of either of the Exchange Offers should be addressed to, the Exchange Agent at its address or telephone number set forth on the first page of the Letter of Transmittal.

Very truly yours,

Nuveen Investments, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE APPLICABLE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.3

Exhibit 99.3

Nuveen Investments, Inc.

OFFERS TO EXCHANGE

$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.125% SENIOR NOTES DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 9.125% SENIOR NOTES DUE 2017

$645,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.5% SENIOR NOTES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OUTSTANDING 9.5% SENIOR NOTES DUE 2020

        , 2014

To Our Clients:

Enclosed for your consideration is a Prospectus, dated                , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers (the “Exchange Offers” and each an “Exchange Offer”) by Nuveen Investments, Inc. (the “Issuer”) and certain domestic subsidiaries of the Issuer (the “Guarantors”) to exchange (i) an aggregate principal amount of up to $500,000,000 of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2017 Notes”) for an equal aggregate principal amount of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2017 Notes”) and (ii) an aggregate principal amount of up to $645,000,000 of the Issuer’s 9.5% Senior Notes due 2020, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2020 Notes” and, together with the Exchange 2017 notes, the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 9.5% Senior Notes due 2020, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2020 Notes” and, together with the Outstanding 2017 Notes, the “Outstanding Notes”), in denominations of $2,000 and integral multiples of $1,000 in excess thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the applicable Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to conditions set forth in the enclosed Prospectus. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offers to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Issuer will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of each of the Exchange Offers is subject to certain conditions described in the Prospectus.

This material is being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuer urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Outstanding Notes in the applicable Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us do so, please so instruct us by completing, signing and returning to us the instruction form that appears below. If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes in your account. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the applicable Exchange Offer. EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2014, UNLESS THE APPLICABLE EXCHANGE OFFER IS EXTENDED BY THE ISSUER. The time the applicable Exchange Offer expires is referred to as an “Expiration Date.” Tenders of Outstanding Notes may be withdrawn at any time prior to the applicable Expiration Date.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

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INSTRUCTIONS

TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF 9.125% SENIOR NOTES DUE 2017 AND/OR 9.5% SENIOR NOTES DUE 2020

The undersigned beneficial owner acknowledge(s) receipt of your letter and the accompanying Prospectus dated                , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Nuveen Investments, Inc. (the “Issuer”) and certain domestic subsidiaries of the Issuer (the “Guarantors”) to exchange (the “Exchange Offers” and each an “Exchange Offer”) (i) an aggregate principal amount of up to $925,000,000 of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2017 Notes”) for an equal aggregate principal amount of the Issuer’s 9.125% Senior Notes due 2017, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2017 Notes”) and (ii) an aggregate principal amount of up to $645,000,000 of the Issuer’s 9.5% Senior Notes due 2020, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange 2020 Notes” and, together with the Exchange 2020 Notes, the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 9.5% Senior Notes due 2020, guaranteed by the Guarantors, that were originally sold pursuant to a private offering in September 2012 (the “Outstanding 2020 Notes” and, together with the Outstanding 2017 Notes, the “Outstanding Notes”), in denominations of $2,000 and integral multiples of $1,000 in excess thereof, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the applicable Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

Series of Outstanding Notes Principal Amount of Outstanding NotesHeld For Account Holder(s) Principal Amount of Outstanding NotesTo be Tendered*

*  Unless otherwise indicated, the entire principal amount of Outstanding Notes held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an affiliate, as defined in Rule 405 under the Securities Act, of the Issuer or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Issuer. If a holder of the Outstanding Notes is an affiliate of the Issuer or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the applicable Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated:

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number:

(Please include Area Code)

Taxpayer Identification or Social Security Number:

My Account Number With You:

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EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

Nuveen Investments, Inc.

OFFERS TO EXCHANGE

$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.125% SENIOR NOTES DUE 2017,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), FOR ANY AND ALL OUTSTANDING 9.125% SENIOR NOTES DUE 2017

$645,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.5% SENIOR NOTES DUE 2020,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL
OUTSTANDING 9.5% SENIOR NOTES DUE 2020

This Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be used to accept the either of the Exchange Offers made by Nuveen Investments, Inc. (the “Issuer”) and certain domestic subsidiaries of the Issuer (the Guarantors”), pursuant to the Prospectus, dated                , 2014 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on the applicable Expiration Date of the applicable Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, registered or certified mail, overnight courier, or hand delivery to U.S. Bank National Association (the “Exchange Agent”) as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

Delivery to: U.S. Bank National Association, Exchange Agent

By Mail or Overnight Courier:	By Facsimile Transmission:	By Hand Delivery:
U.S. Bank National Association		U.S. Bank National Association
U.S. Bank West Side Flats	(651) 466-7372	U.S. Bank West Side Flats
Operations Center		Operations Center
60 Livingston Ave.		60 Livingston Ave.
St. Paul, MN 55107		St. Paul, MN 55107
Attention: Specialized Finance		Attention: Specialized Finance
Reference: Nuveen Investments, Inc.		Reference: Nuveen Investments, Inc.
	To Confirm by Telephone:
	(800) 934-6802

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature or a Letter of Transmittal is required by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the additional space provided on the Letter of Transmittal for Signature Guarantee.

Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to the Issuer the principal amount of the Outstanding Notes set forth below, pursuant to the guaranteed delivery procedures described in “The Exchange Offers—Guaranteed Delivery Procedures” section of the Prospectus.

Name of Tendering Holder:

Series and Principal Amount of the Outstanding Notes Tendered:

Certificate Nos. (or Account Number of Book-Entry Facility):

Signature(s):

Name of Registered or Acting Holder:

Signature(s):

Dated:

Address:

(Zip Code)

(Daytime Area Code and Telephone No.)

o Check this Box if the Outstanding Notes will he delivered by book-entry transfer to The Depository Trust Company.

DTC Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

(Authorized Signature)

Address:

(Zip Code)

Area Code and Tel. No.:

Name:

(Please Type or Print)

Title:

Dated:

NOTE:DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the applicable Expiration Date of the applicable Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of holders and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 2 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Issuer.

2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning either of the Exchange Offers.

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