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Exhibit 4.35
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "AMENDMENT"), effective as of February 10, 2004
(the "EFFECTIVE DATE"), is to the Credit Agreement dated as of August 7, 2002
(the "CREDIT AGREEMENT") among Affiliated Managers Group, Inc., a Delaware
corporation (the "BORROWER"), the several banks and other financial institutions
from time to time parties to the Credit Agreement (the "LENDERS"), Bank of
America, N.A., as administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT"), and The Bank of New York, as syndication agent.
W I T N E S S E T H
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the respective meanings given to them in the Credit Agreement.
II. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1
of the Credit Agreement is amended by: (x) restating each of the following
definitions in its entirety:
"'FELINE PRIDES' means the equity security units (each an 'EQUITY
UNIT') issued by the Borrower on December 21, 2001, consisting of (a)
interest bearing notes due approximately five years from the date of
issuance ('FELINE PRIDES SENIOR NOTES') and (b) purchase contracts under
which the purchaser of such Equity Unit agrees to purchase common stock of
the Borrower for an amount equal to the face amount of the Feline Prides
Senior Notes held by such purchaser on a date approximately three years
from the date of issuance ('FELINE PRIDES FORWARD CONTRACTS).
'INDEBTEDNESS' means, as to any Person at any date and without
duplication, (a) all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current
trade liabilities incurred in the ordinary course of business and payable
in accordance with customary practices), (b) any other indebtedness of such
Person which is evidenced by a note, bond, debenture or similar instrument
(including the Feline Prides Senior Notes and Feline Prides II Senior
Notes), (c) all obligations of such Person under Financing Leases, (d) all
obligations of such Person in respect of acceptances issued or created for
the account of such Person, (e) all obligations of such Person under
noncompetition agreements reflected as liabilities on a balance sheet of
such Person in accordance with GAAP, (f) all liabilities secured by any
Lien on any property owned by such Person even though such Person has not
assumed or otherwise become liable for the payment thereof, (g) all net
obligations of such Person under interest rate, commodity, foreign currency
and financial markets swaps, options,
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futures and other hedging obligations (valued, at such date, in accordance
with the Borrower's customary practices, as approved by its independent
certified public accountants) and (h) all Guarantee Obligations of such
Person in respect of any of the foregoing. For purposes of the foregoing
definition, with regard to a Subsidiary, the term 'Indebtedness' shall
include only that portion of its Indebtedness representing the percentage
of its Indebtedness equal to the percentage of the Borrower's ownership
interest in such Subsidiary. For the avoidance of doubt, the term
'Indebtedness' shall not include (i) Synthetic Lease Obligations, (ii) any
Guarantee Obligations in respect of Synthetic Lease Obligations or (iii)
any liabilities secured by any Lien in connection with Synthetic Lease
Obligations.
'TOTAL INDEBTEDNESS' means at any time, the aggregate principal amount
(including capitalized interest) of all Indebtedness of the Borrower and
its Subsidiaries (including pursuant to the Loans, the Zero-Coupon Bonds,
purchase money obligations and amounts payable under noncompetition
agreements); PROVIDED that Total Indebtedness shall not include (a)
Subordinated Payment Notes, (b) Indebtedness of the Borrower owing to any
Subsidiary permitted in SECTION 7.2(k), (c) Indebtedness of any Subsidiary
owing to the Borrower or any other Loan Party, (d) (i) 80% of the principal
amount of the Feline Prides Senior Notes until December 21, 2002, (ii) 85%
of the principal amount of the Feline Prides Senior Notes from December 22,
2002 to December 21, 2003 and (iii) 90% of the principal amount of the
Feline Prides Senior Notes from December 22, 2003 to November 30, 2004 or
(e) 80% of the principal amount of the Feline Prides II Senior Notes until
February 10, 2007. "; and
(y) adding the following definitions in appropriate alphabetical sequence:
"'EQUITY UNIT II' is defined in the definition of Feline Prides II.
'FELINE PRIDES FORWARD CONTRACTS' is defined in the definition of
Feline Prides.
'FELINE PRIDES SENIOR NOTES' is defined in the definition of Feline
Prides.
'FELINE PRIDES II SENIOR NOTES' is defined in the definition of Feline
Prides II.
'FELINE PRIDES II' means the equity security units (each an 'EQUITY
UNIT II') proposed to be issued by the Borrower in February 2004,
consisting of (a) interest bearing notes due up to six years from the date
of issuance ('FELINE PRIDES II SENIOR NOTES') and (b) purchase contracts
under which the purchaser of such Equity Unit II agrees to purchase common
stock of the Borrower for an amount equal to the face amount of the Feline
Prides II Senior Notes held by such purchaser on a date up to four years
from the date of issuance.
'PURCHASE CONTRACT AGENT' means the agent for the holders of Feline
Prides under the Purchase Contract Agreement dated as of December 21, 2001,
as amended.
'SECOND AMENDMENT EFFECTIVE DATE' means February 10, 2004.
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'SETTLEMENT DATE' means the date on which the Feline Prides Forward
Contracts are exercised and the Borrower issues common stock in respect
thereof.
'TREASURY STRIPS' means a portfolio of zero-coupon U.S. Treasury
securities consisting of principal or interest strips of U.S. Treasury
securities that mature on or prior to November 15, 2004, which is purchased
by the Purchase Contract Agent pursuant to the terms of the Purchase
Contract Agreement dated as of December 21, 2001, as amended, on behalf of
the holders of Feline Prides."
III. AMENDMENT TO SECTION 4.15 OF THE CREDIT AGREEMENT.
Section 4.15 of the Credit Agreement is amended in its entirety to read as
follows:
"4.15 PURPOSE OF LOANS. The proceeds of the Loans shall be used by
the Borrower (i) to refinance loans outstanding under the Existing
Facility, (ii) for working capital, capital expenditures and other general
corporate purposes (including to make payments on the Zero-Coupon Bonds and
any securities exchanged therefore, to make interest payments in respect of
the Feline Prides Senior Notes and the Feline Prides II Senior Notes),
(iii) to make Acquisitions and other investments (including acquisitions of
additional Capital Stock in Subsidiaries and Affiliates of the Borrower),
(iv) to repurchase Feline Prides Senior Notes and (v) to pay fees and
expenses to be incurred in connection with the foregoing and in connection
with the execution and delivery of the Loan Documents."
IV. AMENDMENT TO SECTION 6.2 OF THE CREDIT AGREEMENT.
Section 6.2(b) of the Credit Agreement is amended in its entirety to read as
follows:
"(b) concurrently with the delivery of the financial statements
referred to in SECTIONS 6.1(a) and (b) and, in the case of CLAUSE(i), on
the Settlement Date, (i) a duly completed Compliance Certificate signed by
a Responsible Officer (A) stating that, to the best of such Officer's
knowledge, no Default exists, except as specified in such certificate; (B)
containing a computation of each of the financial ratios and restrictions
set forth in SECTION 7.1 (and in the case of the Compliance Certificate
provided on the Settlement Date, pro forma calculations after giving effect
to the repayment of Indebtedness and issuance of Capital Stock in
connection with the Feline Prides Forward Contracts); and (C) describing in
reasonable detail any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary and (ii) a listing
for each Investment Firm of its aggregate assets under management as of the
end of the period covered by such financial statements;".
V. ADDITION OF SECTION 6.10 TO THE CREDIT AGREEMENT. The
following Section 6.10 shall be added to the Credit Agreement:
"6.10 SECURITY INTEREST IN TREASURY STRIPS AND RIGHTS TO PAYMENT. On
or before the date on which the Company makes any tender offer for the
Feline Prides Senior Notes, the Borrower shall have granted to the
Administrative Agent a perfected, first-priority lien on (i) the Borrower's
security interest in the Treasury Strips arising under the Pledge Agreement
dated as of December 21, 2001, as amended and (ii) the Borrower's
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rights to payments under the Feline Prides Forward Contracts (whether such
payments are made in cash or with the holder's interest in the Treasury
Strips), in each case pursuant to documentation (including an appropriate
amendment to the Borrower Pledge Agreement and opinion of counsel with
respect to the attachment and perfection of such security interests and
enforceability of such documentation) in form and substance reasonably
satisfactory to the Administrative Agent."
VI. AMENDMENTS TO SECTION 7.1 OF THE CREDIT AGREEMENT. Section 7.1
of the Credit Agreement is amended by restating clauses (a) and (c) in their
entirety to read as follows:
"(a) MAINTENANCE OF NET WORTH. Subject to the proviso set forth
below, permit Consolidated Net Worth at any time during any period to be
less than the sum of (i) $483,000,000, PLUS (ii) 100% of the net cash
proceeds (including any cash proceeds of non-cash proceeds) of any net
issuances by the Borrower of any Capital Stock and any equity contributions
to it after the Closing Date (excluding the net cash proceeds of the sale
of Capital Stock pursuant to the Feline Prides) PLUS (iii) 50% of the
positive Consolidated Net Income, if any, for each completed fiscal quarter
of the Borrower after June 30, 2002; PROVIDED that during the period from
the Second Amendment Effective Date through the Settlement Date, the
Borrower will not permit Consolidated Net Worth at any time to be less than
the sum of (i) $483,000,000, PLUS (ii) 100% of the net cash proceeds
(including any cash proceeds of non-cash proceeds) of any net issuances by
the Borrower of any Capital Stock and any equity contributions to it after
the Closing Date, PLUS (iii) 50% of the positive Consolidated Net Income,
if any, for each completed fiscal quarter of the Borrower after June 30,
2002, minus (iv) the aggregate amount of the Borrower's common stock
repurchased utilizing proceeds from the issuance of Feline Prides II."
"(c) LEVERAGE RATIO. Permit the ratio of (i) the remainder of Total
Indebtedness (excluding from Total Indebtedness solely for purposes of this
CLAUSE (c) the aggregate amount of Revolving Loans used, directly or
indirectly, to purchase Treasury Strips in connection with Feline Prides)
MINUS a maximum of $50,000,000 (or, during the period from February 17,
2003 through May 7, 2004, the greater of (x) $50,000,000 or (y)
$250,000,000 less the amount expended by the Borrower to pay, purchase or
redeem Zero Coupon Bonds after February 17, 2003) of cash and Cash
Equivalents of the Borrower and its Subsidiaries as of the end of any
Computation Period to (ii) Adjusted Consolidated EBITDA for such
Computation Period to exceed 3.25 to 1.00."
VII. AMENDMENT TO SECTION 7.2 OF THE CREDIT AGREEMENT.
Section 7.2(g) of the Credit Agreement is amended in its entirety to read as
follows:
"(g) Indebtedness of the Borrower and its Subsidiaries existing on
the date hereof, as described on SCHEDULE 7.2(g) (but excluding Zero-Coupon
Bonds), the Feline Prides Senior Notes (provided that the Feline Prides
Senior Notes may not be outstanding after August 17, 2004) and the Feline
Prides II Senior Notes, and any Indebtedness exchanged for the Feline
Prides Senior Notes (provided that no Indebtedness exchanged for the Feline
Prides Senior Notes may be outstanding after August 17, 2004 unless such
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Indebtedness is otherwise permitted hereunder) or the Feline Prides II
Senior Notes, which Indebtedness is on economic terms, as a whole, at least
as favorable to the Borrower as the Feline Prides Senior Notes and the
Feline Prides II Senior Notes, as the case may be, and on other terms, as a
whole, not more onerous to the Borrower than the Feline Prides Senior Notes
and the Feline Prides II Senior Notes, as the case may be (IT BEING
UNDERSTOOD AND AGREED that SECTION 7.8 shall not limit the ability of the
Borrower to consummate such exchange);".
VIII. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. Section 8(j)
of the Credit Agreement is amended in its entirety to read as follows: -
"(j) A Change of Control shall have occurred or the Borrower fails
to perform its obligations under Section 6.10;".
IX. CONDITIONS PRECEDENT. The amendments contemplated by this
Amendment are subject to the satisfaction of each of the following conditions
precedent:
A. DOCUMENTATION. The Administrative Agent shall have received
(by facsimile or otherwise) counterparts of this Amendment, duly executed by the
Borrower, the Required Lenders and the Administrative Agent.
B. PAYMENT OF FEES. The Borrower shall have paid to the
Administrative Agent, for the account of each Lender that executes and delivers
to the Administrative Agent a counterpart of this Amendment on or prior to 5:00
p.m. (eastern time) on February 11, 2004, an amendment fee in an amount equal to
0.15% of such Lender's Commitment.
C. CONFIRMATION. The Administrative Agent shall have received a
Confirmation in the form of EXHIBIT A hereto signed by all of the Loan Parties.
X. REPRESENTATION AND WARRANTIES. The Borrower hereby confirms
that each of the representations and warranties set forth in Section 4 of the
Credit Agreement is true and correct as of the date hereof (except to the extent
(a) that any such representation and warranty was made with reference to a
specific date, in which case it was true and correct as of such date, and (b) of
changes resulting from actions permitted by the Credit Agreement).
XI. GENERAL.
A. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its out-of-pocket costs and reasonable
expenses incurred in connection with this Amendment and any other document
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of outside
counsel to the Administrative Agent.
B. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
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C. GOVERNING LAW. This Amendment and the rights and obligations
of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
D. COUNTERPARTS. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the Effective Date.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ John Kingston, III
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Title: Senior Vice President and Secretary
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BANK OF AMERICA, N.A., as Administrative
Agent, as Swingline Lender and as a Lender
By:/s/ Illegible
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Title: Vice President
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THE BANK OF NEW YORK, as Syndication Agent
and as a Lender
By: /s/ Diane H. Scott
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Title: Vice President
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US BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Illegible
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Title: Vice President
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JPMORGAN CHASE BANK, as a Lender
By: /s/ Marybeth Mullen
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Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH, as a
Lender
By: /s/ Sebastian Rocco
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Title: Senior Vice President
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LASALLE BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ Illegible
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Title: Assistant Vice President
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THE PROVIDENT BANK, as a Lender
By: /s/ Illegible
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Title: Vice President
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ING CAPITAL LLC, as a Lender
By: /s/ Kunduck Moon
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Title: Managing Director
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EXHIBIT A
CONFIRMATION
Dated as of February 10, 2004
To: Bank of America, N.A., individually and as Administrative Agent, and the
other financial institutions which are parties to the Credit Agreement
referred to below
Please refer to the Second Amendment dated as of the date hereof (the
"SECOND AMENDMENT") amending the Credit Agreement dated as of August 7, 2002
(the "CREDIT AGREEMENT") among Affiliated Managers Group, Inc., various
financial institutions (the "LENDERS") and Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"). Capitalized terms used but not defined herein have the respective
meanings given thereto in the Credit Agreement.
Each of the undersigned hereby confirms to the Administrative Agent and the
Lenders that such undersigned has received a copy of the Second Amendment and
that, after giving effect to the Second Amendment and the transactions
contemplated thereby, each Loan Document to which such undersigned is a party
continues in full force and effect and is the legal, valid and binding
obligation of such undersigned, enforceable against such undersigned in
accordance with its terms.
[SIGNATURE PAGES FOLLOWS]
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AFFILIATED MANAGERS GROUP, INC.
By: /s/ John Kingston, III
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Name: John Kingston, III
Title: Senior Vice President
E.C. RORER II, INC.
EDWARD C. RORER & CO., INC.
AMG NEW YORK HOLDINGS CORP.
JMH MANAGEMENT CORPORATION
FIRST QUADRANT CORP.
THE BURRIDGE GROUP, INC.
AMG/SOUTHWEST GP HOLDINGS, INC.
AMG/TBC HOLDINGS, INC.
AMG LLC HOLDINGS CORP.
FCMC HOLDINGS, INC.
TMF CORP.
FA (WY) ACQUISITION COMPANY, INC.
WELCH & FORBES, INC.
AMG CAPITAL CORP.
By: /s/ John Kingston, III
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Name: John Kingston, III
Title: Vice President
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AMG PROPERTIES, LLC
FA (DB) ACQUISITION COMPANY, LLC
FIRST QUADRANT HOLDINGS, LLC
PRIDES CROSSING HOLDINGS, LLC
By: Affiliated Managers Group, Inc.,
its Managing Member
By: /s/ John Kingston, III
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John Kingston, III
Senior Vice President
E.C. RORER PARTNERSHIP
By: Edward C. Rorer & Co., Inc.,
its Managing Partner
By: /s/ John Kingston, III
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John Kingston, III
Vice President
THE MANAGERS FUNDS LLC
By: TMF Corp.,
its Managing Member
By: /s/ John Kingston, III
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John Kingston, III
Vice President
AMG/MIDWEST HOLDINGS, LLC
By: AMG/Midwest Holdings, Inc.,
its Managing Member
By: /s/ John Kingston, III
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John Kingston, III
Vice President
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SUITE 3000 HOLDINGS, INC.
By: /s/ John Kingston, III
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John Kingston, III
Vice President
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