Exhibit 4.1


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of February 24,
2006


 


Supplement to Indenture dated
as of May 7, 2001


 






 


between


 


AFFILIATED MANAGERS GROUP, INC.


 


and


 


THE BANK OF NEW YORK


 






 


Liquid Yield OptionTM
Notes due May 7, 2021


 


(Zero Coupon—Senior)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RATIFICATION; DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
  First Supplemental Indenture

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENTS TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
  Amendment to Article II of the Original Indenture

  	
  1

  
	
  SECTION 2.02.

  	
   

  	
  Amendments
  to Article 2.12(e)(2) and (4) of the Original Indenture

  	
  2

  
	
  SECTION 2.03.

  	
   

  	
  Amendment to
  Section 6.01(a) of the Original Indenture

  	
  2

  
	
  SECTION 2.04.

  	
   

  	
  Amendments to Sections 6.02 and 6.03 of the Original Indenture

  	
  2

  
	
  SECTION 2.05.

  	
   

  	
  Amendments to Sections 6.07 and 6.09 of the Original Indenture

  	
  2

  
	
  SECTION 2.06.

  	
   

  	
  Amendments to Sections 6.10 and 6.12 of the Original Indenture

  	
  2

  
	
  SECTION 2.07.

  	
   

  	
  Amendments to Sections 11.02 of the Original Indenture.

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENTS TO CERTAIN PROVISIONS OF THE SECURITIES; NOTATION ON THE

  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
   

  	
  Amendments to Form of Securities

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
   

  	
  Trust Indenture Act Controls

  	
  6

  
	
  SECTION 4.02.

  	
   

  	
  Incorporation into Indenture

  	
  6

  
	
  SECTION 4.03.

  	
   

  	
  Successors and Assigns

  	
  6

  
	
  SECTION 4.04.

  	
   

  	
  Governing Law

  	
  6

  
	
  SECTION 4.05.

  	
   

  	
  Multiple Originals

  	
  6

  
	
  SECTION 4.06.

  	
   

  	
  Separability Clause

  	
  6

  
	
  SECTION 4.07.

  	
   

  	
  The Trustee

  	
  6

  



 


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FIRST
SUPPLEMENTAL INDENTURE, dated as of February 24, 2006 (the “First
Supplemental Indenture”), between AFFILIATED MANAGERS GROUP, INC., a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation
(the “Trustee”).


 


RECITALS


 


WHEREAS, the
Company and the Trustee executed and delivered an Indenture, dated as of May 7,
2001 (the “Original Indenture”, and, as amended by this First Supplemental
Indenture, the “Indenture”), to provide for the issuance by the Company of its
Liquid Yield OptionTM Notes due May 7, 2021 (Zero
Coupon—Senior) (the “Securities”);


 


WHEREAS, the
Company desires to amend the Original Indenture and the Securities to add to
the Company’s covenants for the benefit of the Securityholders;


 


WHEREAS, Section 9.01
of the Original Indenture provides that, without the consent of any
Securityholder, the Company and the Trustee may amend the Original Indenture or
the Securities to, among other things, make any change that does not adversely
affect the rights of any Securityholder;


 


WHEREAS, the
amendments contained herein do not adversely affect the rights of any
Securityholder; and


 


WHEREAS, all
things necessary for the execution of this First Supplemental Indenture, and to
make this First Supplemental Indenture a valid supplement to the Original
Indenture according to its terms and a valid and binding agreement of the
Company, have been done.


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree, for the benefit
of the other party and for the equal and ratable benefit of the Holders, as
follows:


 


ARTICLE 1


 


RATIFICATION;
DEFINITIONS


 


SECTION 1.01.      First Supplemental Indenture.  This First Supplemental Indenture is
supplemental to, and is entered into in accordance with Section 9.01 of,
the Original Indenture and, except as modified, amended and supplemented by
this First Supplemental Indenture, the provisions of the Original Indenture are
ratified and confirmed in all respects and shall remain in full force and
effect.


 


SECTION 1.02.      Definitions.  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Original Indenture.


 


1

















 


ARTICLE 2


 


AMENDMENTS TO
CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE


 


SECTION 2.01.      Amendment to Article II of the
Original Indenture.  Article II
of the Original Indenture is hereby amended by adding a new Section 2.14
which shall read in its entirety as follows:


 


“SECTION 2.14.    Semiannual Interest. 
Semiannual cash interest shall be payable pursuant to paragraph 1
of the Securities.”


 


SECTION 2.02.      Amendments to Sections 2.12(e)(2) and
(4) of the Original Indenture. 
Sections 2.12(e)(2) and (4) of the Original Indenture are
hereby amended by removing the phrase “, without interest coupons” each place
it appears therein.


 


SECTION 2.03.      Amendment to Section 6.01(a) of
the Original Indenture.  Section 6.01(a) of
the Original Indenture is hereby amended by replacing it in its entirety with
the following:


 


“(a) The Company defaults in payment
when due of any interest on any of the Securities, that is payable pursuant to
the terms of the Securities, which default continues for 30 days;”


 


SECTION 2.04.      Amendments to Sections 6.02 and 6.03 of
the Original Indenture.  Sections
6.02 and 6.03 of the Original Indenture are hereby amended by inserting the
phrase “and interest, if any,” immediately after the phrase “(or, if the
Securities have been converted to semiannual coupon notes following a Tax
Event, the Restated Principal Amount, plus accrued interest)” each place such
phrase appears therein.


 


SECTION 2.05.      Amendments to Sections 6.07 and 6.09 of
the Original Indenture.  Sections
6.07 and 6.09 of the Original Indenture are hereby amended by inserting the
phrase “and interest, if any,” immediately after the phrase “Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in Control
Purchase Price (or, if the Securities have been converted to semiannual coupon
notes following a Tax Event, the Restated Principal Amount, plus accrued
interest)” each place such phrase appears therein.


 


SECTION 2.06.      Amendments to Sections 6.10 and 6.12 of
the Original Indenture.  Sections
6.10 and 6.12 of the Original Indenture are hereby amended by inserting the
phrase “and interest, if any” immediately after the phrase “Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price (or, if the Securities have been converted to semiannual
coupon notes following a Tax Event, the Restated Principal Amount, plus accrued
interest)” each place such phrase appears therein.


 


SECTION 2.07.      Amendments to Section 11.02 of the
Original Indenture.  Section 11.02
of the Original Indenture is hereby amended by inserting the phrase “and
interest, if any” immediately after the phrase “accrued Original Issue Discount
(or interest, if the Company has exercised its option provided for in Section 10.01)”
each place such phrase appears therein and by adding the following sentence as
the first sentence of the paragraph:


 


2

















 


“Accrued and unpaid interest, if any, shall
also be payable to but excluding the Conversion Date.”


 


ARTICLE 3


 


AMENDMENTS TO
CERTAIN PROVISIONS OF THE SECURITIES; 

NOTATION ON THE SECURITIES


 


SECTION 3.01.      Amendments to Form of Securities.  The following amendments are hereby made to
the forms of the Securities attached to the Original Indenture as
Exhibits A-1 and A-2:


 


(a)           Paragraph
1 of the Securities is hereby deleted in its entirety and replaced with the
following paragraphs:


 


“Cash payment
of interest will accrue on the Principal Amount at Maturity of this Security at
the rate per annum equal to 0.375% from and including February 24, 2006 to
but excluding May 7, 2008.  The
Company will pay this cash interest semiannually in arrears on May 7 and November 7
(each, an “Interest Payment Date”), commencing May 7, 2006, to the holders
of record on the April 21 or October 22 next preceding the applicable
Interest Payment Date (whether or not a Business Day) (each such date a “Regular
Record Date”).  Such interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months and
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including February 24, 2006.


 


This Security
shall not bear interest, except as specified in this paragraph 1 or in
paragraph 10 hereof.  If the
Principal Amount at Maturity hereof or any portion of such Principal Amount at
Maturity is not paid when due (whether upon acceleration pursuant to Section 6.02
of the Indenture, upon the date set for payment of the Redemption Price
pursuant to paragraph 5 hereof, upon the date set for payment of the
Purchase Price or Change in Control Purchase Price pursuant to paragraph 6
hereof or upon the Stated Maturity of this Security) or if any cash interest
due hereon is not paid when due in accordance with this paragraph 1 and
paragraph 10 hereof, then in each such case the overdue amount shall, to
the extent permitted by law, bear interest at the rate of 0.50% per annum,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall
be payable on demand.  The accrual of
such interest on overdue amounts shall be in lieu of, and not in addition to,
the continued accrual of Original Issue Discount.


 


Original Issue
Discount (the difference between the Issue Price and the Principal Amount at
Maturity of the Security), in the period during which a Security remains outstanding,
shall accrue at 0.50% per annum, on a semiannual bond equivalent basis using a
360-day year comprised of twelve 30-day months, from the Issue Date of this
Security.”


 


3

















 


(b)           Paragraph
4 of the Securities is hereby deleted in its entirety and replace with the
following:


 


“Indenture and
First Supplemental Indenture.


 


The Company
issued the Securities under an Indenture dated as of May 7, 2001 (the “Indenture”),
between the Company and the Trustee.  Pursuant
to Section 9.01 of the Indenture, the Company and the Trustee entered into
a First Supplemental Indenture, dated as of February 24, 2006 (the “First
Supplemental Indenture”), to add to the Company’s covenants for the benefit of
the Securityholders.  The terms of the
Securities include those stated in the Indenture, as supplemented by the First
Supplemental Indenture, and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as in effect from time to time (the “TIA”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture, as supplemented by
the First Supplemental Indenture.  The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the First Supplemental Indenture for a statement of those
terms.


 


The Securities
are general unsecured and unsubordinated obligations of the Company limited to
$133,079,000 aggregate Principal Amount at Maturity (subject to Sections 2.02
and 2.07 of the Indenture).  The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.”


 


(c)           The
third paragraph of paragraph 5 of the Securities is hereby amended by adding
the following sentence as the first sentence of the paragraph:


 


“Accrued and unpaid interest, if any, shall
also be payable to but excluding the Redemption Date.”


 


(d)           The
third paragraph of paragraph 6 of the Securities is hereby amended by adding
the following sentence as the first sentence of the paragraph:


 


“Accrued and unpaid interest, if any, shall also be payable to but
excluding the Purchase Date.”


 


(e)           The
sixth paragraph of paragraph 6 of the Securities is hereby amended by adding
the following sentence as the first sentence of the paragraph:


 


“Accrued and unpaid interest, if any, shall
also be payable to but excluding the Change in Control Purchase Date.”


 


(f)            The
last paragraph of paragraph 6 of the Securities is hereby deleted in its
entirety and replaced with the following paragraph:


 


“If cash
(and/or securities if permitted under the Indenture) sufficient to pay the
Purchase Price or Change in Control Purchase Price, as the case may be, of,
together with any accrued and unpaid cash interest with respect to, all
Securities


 


4

















 


or portions
thereof to be purchased as of the Purchase Date or the Change in Control
Purchase Date, as the case may be, is deposited with the Paying Agent on the
Business Day following the Purchase Date or the Change in Control Purchase
Date, as the case may be, Original Issue Discount and any cash interest shall
cease to accrue on such Securities (or portions thereof) immediately after such
Purchase Date or Change in Control Purchase Date, as the case may be, and the
Holder thereof shall have no other rights as such (other than the right to
receive the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid cash interest upon surrender of such Security).”


 


(g)           Paragraph
7 of the Securities is hereby deleted in its entirety and replaced with the
following paragraph:


 


“Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Securities to be redeemed at the Holder’s
registered address. If money sufficient to pay the Redemption Price of, and
accrued and unpaid cash interest, if any, with respect to, all Securities (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, on such Redemption Date,
Original Issue Discount and cash interest, if any, shall cease to accrue on
such Securities or portions thereof. Securities in denominations larger than
$1,000 of Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.”


 


(h)           The
second sentence of the fifth paragraph of paragraph 8(d) of the Securities
is hereby amended and replaced in its entirety with the following:


 


“Accrued and unpaid interest, if any, will not be paid on Securities
that are converted; provided, however, that Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on
such Interest Payment Date shall be entitled to receive such interest payable
on such Securities on the corresponding Interest Payment Date and (except
Securities with respect to which the Company has mailed a notice of redemption)
Securities surrendered for conversion during such periods must be accompanied
by payment of an amount equal to the interest with respect thereto that the
registered Holder is to receive.”


 


(i)            The
beginning of the first sentence of paragraph 15 of the Securities is hereby
deleted and replaced in its entirety with the following paragraph:


 


“Under the
Indenture, Events of Default include (i) default in the payment of
interest when the same becomes due and payable, which default continues for 30
days;”


 


5

















 


ARTICLE 4


 


MISCELLANEOUS


 


SECTION 4.01.      Trust Indenture Act Controls.  If any provision of this First Supplemental
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


 


SECTION 4.02.      Incorporation into Indenture.  This First Supplemental Indenture and all its
provisions shall be deemed a part of the Original Indenture in the manner and
to the extent herein and therein provided.


 


SECTION 4.03.      Successors and Assigns.  All covenants and agreements of the Company
and the Trustee in this First Supplemental Indenture shall bind their
respective successors.


 


SECTION 4.04.      Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS FIRST SUPPLEMENTAL INDENTURE.


 


SECTION 4.05.      Multiple Originals.  The parties may sign any number of copies of
this First Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.  One signed copy is enough to
prove this First Supplemental Indenture.


 


SECTION 4.06.      Separability Clause.  In case any provision in this First
Supplemental Indenture or in the Securities 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 4.07.      The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
First Supplemental Indenture. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.


 


* * * * * * * * *


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS
WHEREOF, the undersigned, being duly authorized, have executed this First
Supplemental Indenture on behalf of the respective parties hereto as of the
date first above written.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John Kingston, III

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and 

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van K. Brown  

  	
   

  
	
   

  	
   

  	
  Name: 
  Van K. Brown

  	
   

  
	
   

  	
   

  	
  Title: 
  Vice President