Exhibit 10.1


 


[EXECUTION COPY]


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This FIRST
AMENDMENT TO CREDIT AGREEMENT, dated as of March 25, 2009 (this
“Amendment”), among (i) AFFILIATED
MANAGERS GROUP, INC., a Delaware corporation (the “Borrower”),
(ii) the undersigned Lenders (as defined below), and (iii) BANK OF AMERICA, N.A. (“Bank of America”),
as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), amends certain provisions of the certain Third Amended and
Restated Credit Agreement, dated as of November 27, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the several banks and other financial
institutions from time to time party thereto (the “Lenders”), the
Administrative Agent, The Bank of New York Mellon (as successor by merger to
The Bank of New York), JPMorgan Chase Bank, N.A. and U.S. Bank National
Association, as Co-Syndication Agents, Calyon New York Branch and RBS Citizens,
National Association, as Co-Documentation Agents.  Any capitalized term used herein and not
defined shall have the meaning assigned to it in the Credit Agreement.


 


RECITALS


 


WHEREAS, the Borrower has requested that the
undersigned Lenders and the Administrative Agent agree to amend certain of the
terms and provisions of the Credit Agreement, as specifically set forth in this
Amendment; and


 


WHEREAS, the undersigned Lenders and the
Administrative Agent are prepared to amend the Credit Agreement on the terms,
subject to the conditions and in reliance on the representations set forth
herein.


 


NOW THEREFORE, in consideration of the mutual agreements
contained in the Credit Agreement and herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


Section 1.              Amendments to Credit Agreement.


 


(a)           Section 1.1
of the Credit Agreement (Defined Terms) is hereby amended by restating the
following definitions in their entirety as follows:


 


“ABR” means, for any day, a fluctuating rate
per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of
1%, (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate,” and (c) a percentage
per annum equal to Eurodollar Rate for a one-month Interest Period in effect
for such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1.25%.  The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate.  Any change in the ABR 


 


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due to a change in any of the foregoing shall take
effect at the opening of business on the day specified in the public
announcement of such change.


 


“EBITDA” means, for any Person for any
period, the sum (without duplication) of the amount for such Person for such
period of (a) its net income before taxes and (b) to the extent
deducted in determining its net income, (i) its interest expense
(including capitalized interest expense), (ii) its depreciation expense,
(iii) its amortization expense, (iv) its non-cash asset impairment
expense and (v) its Non-Cash Based Compensation Costs.


 


(b)           Section 3.6
of the Credit Agreement (Computation of Interest and Fees) is hereby amended by
deleting the words “Bank of America’s “prime rate”“ appearing in paragraph
(a) of such Section 3.6 and inserting in lieu thereof the words “the
ABR”.


 


Section 2.              Conditions Precedent.  This
Amendment shall become effective as of the date first written above upon
(a) execution hereof by the Borrower, the Subsidiary Guarantors, the
Administrative Agent and the Required Lenders and (b) the Administrative
Agent’s receipt, for the account of each Lender consenting to this Amendment, a
work fee in the amount of $5,000 per such Lender and its Affiliates who are
Lenders, which fee shall be deemed fully earned and non-refundable upon receipt
thereof.


 


Section 3.              Continued Validity of Loan Documents. 
Except for the amendments to the Credit Agreement set forth in Section 1
hereof, this Amendment shall not, by implication or otherwise, limit, impair,
constitute a waiver of or otherwise affect any rights or remedies of the
Administrative Agent or any Lender under any of the Loan Documents, nor alter,
modify, amend or in any way affect any of the rights, remedies, obligations or
any covenants of the Borrower or any Subsidiary Guarantor contained in any of
the other Loan Documents, all of which are ratified and confirmed in all
respects and shall continue in full force and effect.


 


Section 4.              Representations and Warranties.  Each
of the Borrower and the Subsidiary Guarantors (each, a “Loan Party”)
hereby represents and warrants to the Administrative Agent and the Lenders as
follows:


 


(a)           Due
Execution and Authorization; Legal, Valid and Binding Obligation.  This Amendment has been duly executed and
delivered by such Loan Party.  The
execution and delivery and performance by such Loan Party of this Amendment is
within such Person’s corporate powers and has been duly authorized by all
necessary action on its part.  This
Amendment, the Credit Agreement as amended hereby and all other Loan Documents
to which such Person is a party constitute the legal, valid and binding
obligations of such Person, enforceable against such Person in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


(b)           No
Legal Bar.  The execution, delivery
and performance by such Loan Party of this Amendment and the performance by
such Person of this Amendment and the Credit Agreement as amended hereby, will
not violate any certificate of incorporation and by-laws or other similar
organizational or governing documents of such Person, any Requirement of Law or



 


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any
Contractual Obligation of such Loan Party or any of its Subsidiaries, except
for such violations of Requirements of Law or Contractual Obligations which
could not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect, and will not result in, or require, the creation or
imposition of any Lien on any of its respective properties or revenues pursuant
to any such organizational or governing document, Requirement of Law or
Contractual Obligation.


 


(c)           Representations
and Warranties in Loan Documents. 
All representations and warranties of each Loan Party set forth in the
Credit Agreement and in any other Loan Document are true and correct in all
material respects on and as of the date hereof to the same extent as though
made on and as of such date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date.


 


(d)           No
Default.  No Default or Event of
Default has occurred and is continuing.


 


Section 5.              Ratification.  Except as expressly amended or
waived hereby, the Credit Agreement, the other Loan Documents and all
documents, instruments and agreements related thereto, are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement, together with this
Amendment, shall be read and construed as a single agreement.  All references in the Loan Documents to the
Credit Agreement or any other Loan Document shall hereafter refer to the Credit
Agreement or any other Loan Document as amended hereby.


 


Section 6.              Counterparts; Integration; Effectiveness.  This
Amendment 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 to this Amendment by telecopier (or electronic mail (in PDF
format)) shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


Section 7.              Miscellaneous.  This Amendment constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior understandings or agreements which may have existed with
respect thereto.  Except as expressly
provided herein, this Amendment shall not, by implication or otherwise, limit,
impair, constitute a waiver of or otherwise affect any rights or remedies of
the Administrative Agent or any Lender under the Credit Agreement or the other
Loan Documents, nor alter, modify, amend or in any way affect any of the
obligations or covenants contained in the Credit Agreement or any of the other
Loan Documents, all of which are ratified and confirmed in all respects and
shall continue in full force and effect. 
To the extent there is any inconsistency between the terms and
provisions of any Loan Document and the terms and provisions of this Amendment,
the terms and provisions of this Amendment shall govern.  The headings used in this Amendment are for
convenience of reference only and shall not in any way be deemed to limit,
define or describe the scope and intent of this Amendment or any provision
hereof.  This Amendment shall be binding
upon and inure to the benefit of the Administrative Agent, each of the Lenders
and each of the Loan Parties, and to each of their respective successors in
title and assigns.  This Amendment may
not be modified or amended except in a manner permitted by Section 10.1 of
the Credit Agreement.


 


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In making proof of this Amendment, it shall not be necessary to produce
or account for more than one such counterpart.


 


Section 8.              Costs and Expenses. 
Pursuant to Section 10.5 of the Credit Agreement, all reasonable
out-of-pocket costs and expenses incurred or sustained by the Administrative
Agent in connection with this Amendment, including all Attorney Costs of the
Administrative Agent in producing, reproducing and negotiating this Amendment,
will be for the account of the Borrower whether or not this Amendment is
consummated.


 


Section 9.              Governing Law.  THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed and delivered as of the date
first above written.


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  Administrative Agent, as Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua A. Podietz

  
	
   

  	
  Name:

  	
  Joshua A. Podietz

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Pensari

  
	
   

  	
  Name:

  	
  Michael Pensari

  
	
   

  	
  Title:

  	
  V.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sergey Sherman

  
	
   

  	
  Name:

  	
  Sergey Sherman

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  as a Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sebastian Rocco

  
	
   

  	
  Name:

  	
  Sebastian Rocco

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Kornberger

  
	
   

  	
  Name:

  	
  Charles Kornberger

  
	
   

  	
  Title:

  	
  Managing Director

  



 


	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kari E. Niermann

  
	
   

  	
  Name:

  	
  Kari E. Niermann

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 














 


	
   

  	
  RBS CITIZENS, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darcy Salinger

  
	
   

  	
  Name:

  	
  Darcy Salinger

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.,

  
	
   

  	
  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua Gross

  
	
   

  	
  Name:

  	
  Joshua Gross

  
	
   

  	
  Title:

  	
  Investment Banking Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Chall

  
	
   

  	
  Name:

  	
  Jay Chall

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karl Studer

  
	
   

  	
  Name:

  	
  Karl Studer

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen Bowers

  
	
   

  	
  Name:

  	
  Kathleen Bowers

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Campites

  
	
   

  	
  Name:

  	
  Michael Campites

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  
	
   

  	
  Name:

  	
  Louis Alder

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  
	
   

  	
  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Mahmood

  
	
   

  	
  Name:

  	
  David L. Mahmood

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  COMERICA BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Rice

  
	
   

  	
  Name:

  	
  Chris Rice

  
	
   

  	
  Title:

  	
  Corporate Banking Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  SOCIETE GENERALE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley Yu

  
	
   

  	
  Name:

  	
  Shelley Yu

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim C.Y. Chen

  
	
   

  	
  Name:

  	
  Jim C.Y. Chen

  
	
   

  	
  Title:

  	
  VP & General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  FIRST COMMERCIAL BANK NEW YORK AGENCY, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ May Hsiao

  
	
   

  	
  Name:

  	
  May Hsiao

  
	
   

  	
  Title:

  	
  Assistant General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 














 


	
   

  	
  MALAYAN BANKING BERHAD, NEW YORK BRANCH,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fauzi Zulkifli

  
	
   

  	
  Name:

  	
  Fauzi Zulkifli

  
	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  E.SUN COMMERCIAL BANK, LTD.,
  Los Angeles Branch as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Lin

  
	
   

  	
  Name:

  	
  Benjamin Lin

  
	
   

  	
  Title:

  	
  EVP & General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  UBS LOAN FINANCE LLC,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marie Haddad

  
	
   

  	
  Name:

  	
  Marie Haddad

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  TAIPEI FUBON COMMERCIAL BANK,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Tan

  
	
   

  	
  Name:

  	
  Michael Tan

  
	
   

  	
  Title:

  	
  VP & General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


RATIFICATION
OF GUARANTY


 


Each of the
undersigned Subsidiary Guarantors hereby (a) acknowledges and consents to
the foregoing Amendment and the Borrower’s execution thereof, (b) joins the foregoing Amendment for the sole purpose of consenting to and
being bound by the provisions of Sections 4 and 5 thereof and (c) ratifies
and confirms all of their respective obligations and liabilities under the Loan
Documents to which any of them is a party and ratifies and confirms that such
obligations and liabilities extend to and continue in effect with respect to,
and continue to guarantee the obligations of the Borrower under the Loan
Documents.


 


	
   

  	
  AMG/MIDWEST HOLDINGS, INC.

  
	
   

  	
  AMG NEW YORK HOLDINGS CORP.

  
	
   

  	
  AMG/NORTH AMERICA HOLDING CORP.

  
	
   

  	
  AMG NORTHEAST INVESTMENT CORP.

  
	
   

  	
  AMG NORTHEAST HOLDINGS, INC.

  
	
   

  	
  AMG/TBC HOLDINGS, INC.

  
	
   

  	
  CATALYST ACQUISITION II, INC.

  
	
   

  	
  FA (WY) ACQUISITION COMPANY, INC.

  
	
   

  	
  FIRST QUADRANT CORP.

  
	
   

  	
  J M H MANAGEMENT CORPORATION

  
	
   

  	
  SKYLP HOLDINGS, INC.

  
	
   

  	
  SUITE 3000 HOLDINGS, INC.

  
	
   

  	
  TMF CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  AMG BOSTON HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Amendment to Affiliated Managers Group

  Third Amended and Restated Credit Agreement

  
	
   

  	
   

  



 

















 


	
   

  	
  AMG GENESIS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG New York Holdings Corp.,

  
	
   

  	
   

  	
  its Manager and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  AMG/MIDWEST HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest Holdings, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  AMG PA HOLDINGS PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG Northeast Holdings, Inc.,

  
	
   

  	
   

  	
  its Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  AMG PROPERTIES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Manager and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated
  Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


	
   

  	
  CHICAGO ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest Holdings, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  EL-TRAIN ACQUISITION LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG New York Holdings Corp.,

  
	
   

  	
   

  	
  its Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  FA (DE) ACQUISITION COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated
  Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


 


	
   

  	
  FCMC HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Manager and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
  FIRST QUADRANT HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANAGERS INVESTMENT GROUP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TMF Corp.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  PRIDES CROSSING HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated
  Managers Group

  Third Amended and Restated Credit Agreement

  



 

















 


 


	
   

  	
  TIMESSQUARE MANAGER MEMBER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG Northeast Holdings, Inc.,

  
	
   

  	
   

  	
  its Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  TOPSPIN ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
   

  	
  its sole Member and Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel
  and Secretary

  
	
   

  	
   

  
	
   

  	
  WELCH & FORBES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Clerk

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Amendment to Affiliated
  Managers Group

  Third Amended and Restated Credit Agreement