Exhibit 10.1


 


EXECUTION COPY


 


CUSIP No. [                   ]


 


THIRD AMENDED AND RESTATED

CREDIT AGREEMENT


 


 


Dated as of November 27, 2007


 


 


among


 


 


AFFILIATED MANAGERS GROUP, INC.,

as Borrower,


 


 


BANK OF AMERICA, N.A.,

as Administrative Agent and Swingline Lender,


 


 


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,


 


 


and


 


 


The Several Lenders

from Time to Time Parties Hereto


 


 


 


BANC OF AMERICA SECURITIES LLC

Sole Lead Arranger and Sole Book Manager


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINITIONS
  AND INTERPRETATION; ALLOCATION OF LOANS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Other Definitional and Interpretive Provisions

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Accounting Terms

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Allocation of Revolving Loans and Revolving Credit
  Commitments; Effect of Restatement

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNT AND TERMS OF COMMITMENTS;
  SWINGLINE LOANS

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Loans

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Procedure for Borrowing

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Increase of Commitments

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Commitment Fee

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Termination or Reduction of Commitments

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Repayment of Loans; Evidence of Debt

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Swingline Loans

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Procedure for Swingline Borrowing and Prepayment;
  Refunding of Swingline Loans

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  GENERAL PROVISIONS APPLICABLE TO
  THE LOANS

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Optional Prepayments

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Mandatory Commitment Reductions; Mandatory
  Prepayments

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Conversion and Continuation Options

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Minimum Amounts and Maximum Number of Tranches

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Interest Rates and Payment Dates

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Computation of Interest and Fees

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Inability to Determine Interest Rate

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  Pro Rata Treatment and Payments

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.9

  	
  Illegality

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.10

  	
  Requirements of Law

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.11

  	
  Taxes

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Indemnity

  	
  38

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.13

  	
  Change of Lending Office

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.14

  	
  Replacement of Lenders

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Financial Condition

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  No Change

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Corporate Existence; Compliance with Law

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
  No Legal Bar

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  No Material Litigation

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  No Default

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.8

  	
  Ownership of Property; Liens

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.9

  	
  Taxes

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.10

  	
  Federal Regulations

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.11

  	
  ERISA

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.12

  	
  Investment Company Act; Investment Advisers Act

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.13

  	
  Subsidiaries and Other Ownership Interests

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.14

  	
  Use of Proceeds

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.15

  	
  Accuracy and Completeness of Information

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.16

  	
  Pledge Agreements

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  CONDITIONS PRECEDENT

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Conditions to Effectiveness

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Conditions to Each Loan

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  AFFIRMATIVE COVENANTS

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Financial Statements

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Certificates; Other Information

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Payment of Obligations

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  Conduct of Business and Maintenance of Existence

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.5

  	
  Maintenance of Property; Insurance

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.6

  	
  Inspection of Property; Books and Records;
  Discussions

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.7

  	
  Notices

  	
  51

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.8

  	
  Pledges

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.9

  	
  Subsidiaries and Guarantees

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.10

  	
  Post-Closing Covenant

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  NEGATIVE COVENANTS

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Financial Condition Covenants

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Limitation on Debt

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Limitation on Liens

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Limitation on Fundamental Changes

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.5

  	
  Limitation on Sale of Assets

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.6

  	
  Intentionally Omitted

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.7

  	
  Limitation on Transactions with Affiliates

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.8

  	
  Limitation on Certain Payments

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.9

  	
  Limitation on Changes in Fiscal Year

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.10

  	
  Limitations on Investments in Unrestricted
  Subsidiaries

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.11

  	
  Limitation on Investments by Unrestricted
  Subsidiaries

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  EVENTS OF DEFAULT

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Events of Default

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Application of Funds

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  THE ADMINISTRATIVE AGENT

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Appointment and Authorization

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Rights as a Lender

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  Exculpatory Provisions

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
  Reliance by Administrative Agent

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
  Delegation of Duties

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
  Resignation of Administrative Agent

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.8

  	
  Administrative Agent May File Proofs of Claim

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.9

  	
  Collateral and Guaranty Matters

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.10

  	
  Other Agents; Arranger and Managers

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  MISCELLANEOUS

  	
  65

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Amendments and Waivers

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Notices

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.3

  	
  No Waiver; Cumulative Remedies

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.4

  	
  Survival of Representations and Warranties

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.5

  	
  Expenses; Indemnity; Waiver of Damages

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.6

  	
  Successors and Assigns; Participations and
  Assignments

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.7

  	
  Adjustments; Set-off

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.8

  	
  Counterparts

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.9

  	
  Severability

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.10

  	
  Integration

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.11

  	
  GOVERNING LAW

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.12

  	
  Submission To Jurisdiction; Waivers

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.13

  	
  Acknowledgements

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.14

  	
  WAIVERS OF JURY TRIAL

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.15

  	
  Confidentiality

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.16

  	
  Designation of Subsidiaries as Restricted or
  Unrestricted

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.17

  	
  Effect of Amendment and Restatement

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.18

  	
  USA Patriot Act

  	
  75

  



 


iv

















 


	
  ANNEX

  
	
  Annex I

  	
  —

  	
  Pricing Grid

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
  Schedule I

  	
  —

  	
  Lender Commitments

  
	
  Schedule 3.2(e)

  	
  —

  	
  Amortization Schedule for Incremental Term Loans

  
	
  Schedule 4.1

  	
  —

  	
  Financial Condition

  
	
  Schedule 4.2

  	
  —

  	
  Certain Changes

  
	
  Schedule 4.9

  	
  —

  	
  Taxes

  
	
  Schedule 4.13

  	
  —

  	
  Subsidiaries and Other Ownership Interests

  
	
  Schedule 6.9

  	
  —

  	
  Subsidiaries

  
	
  Schedule 6.10

  	
  —

  	
  Post-Closing Covenants

  
	
  Schedule 7.2(g)

  	
  —

  	
  Existing Indebtedness

  
	
  Schedule 7.3(j)

  	
  —

  	
  Existing Liens

  
	
  Schedule 7.7

  	
  —

  	
  Transactions with Affiliates

  
	
  Schedule 10.2

  	
  —

  	
  Addresses

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
  Exhibit A

  	
  —

  	
  Form of Note

  
	
  Exhibit B-1

  	
  —

  	
  Copy of Borrower Pledge Agreement

  
	
  Exhibit B-2

  	
  —

  	
  Copy of Subsidiary Pledge Agreement

  
	
  Exhibit C

  	
  —

  	
  Form of Borrower Certificate

  
	
  Exhibit D

  	
  —

  	
  Form of Opinion of Borrower’s Counsel

  
	
  Exhibit E

  	
  —

  	
  Form of Assignment and Assumption

  
	
  Exhibit F

  	
  —

  	
  Form of Confidentiality Agreement

  
	
  Exhibit G

  	
  —

  	
  Terms and Conditions of Subordinated Indebtedness

  
	
  Exhibit H

  	
  —

  	
  Form of Compliance Certificate

  
	
  Exhibit I

  	
  —

  	
  Form of Borrowing Notice

  
	
  Exhibit J

  	
  —

  	
  Form of Conversion/Continuation Notice

  
	
  Exhibit K

  	
  —

  	
  Form of Joinder Agreement

  
	
  Exhibit L

  	
  —

  	
  Form of Designation Certificate

  
	
  Exhibit M

  	
  —

  	
  Form of Subsidiary Guaranty

  



 

















 


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 27, 2007 is among
Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions from time to time parties to
this Agreement (the “Lenders”), Bank of America, N.A. (“Bank of
America”), as Administrative Agent, 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.


 


WITNESSETH:


 


WHEREAS, the
Borrower, various financial institutions and Bank of America, as administrative
agent, are parties to a Second Amended and Restated Credit Agreement dated as
of February 8, 2007 (the “Existing Credit Agreement”); and


 


WHEREAS, the
parties hereto have agreed to amend and restate the Existing Credit Agreement
pursuant to this Agreement, which provides a $750,000,000 revolving credit
facility, a $200,000,000 term loan facility and an uncommitted, incremental
facility of up to $250,000,000, all with a final maturity date of February 8,
2012;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


SECTION 1.  DEFINITIONS AND INTERPRETATION;
ALLOCATION OF LOANS


 


1.1           Defined Terms. As used in this
Agreement, the following terms shall have the following meanings:


 


“ABR” means, for any day, a
fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate
plus 1/2 of 1% and (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.”  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 such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.


 


“ABR Loan” means a Loan that bears
interest at a rate based upon the ABR.


 


“Acquisition” means the acquisition by
the Borrower, directly or indirectly, of equity interests in an Investment
Firm.


 


“Adjusted Consolidated EBITDA” means,
for any Computation Period, Consolidated EBITDA for such Computation Period
adjusted by giving effect on a pro  forma basis to Acquisitions
and dispositions completed during such Computation Period.


 

















 


“Administrative Agent” means Bank of
America in its capacity as administrative agent under this Agreement and the
other Loan Documents, or any successor administrative agent.


 


“Administrative Agent’s Office” means
the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 10.2, or such other address or account as the Administrative
Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative Questionnaire” means
an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” means as to any Person,
any other Person which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly,
either to (a) vote 10% or more of the securities having ordinary voting power
for the election of directors of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.


 


“Agent Parties” is defined in Section
10.2(d).


 


“Aggregate Commitments” means the
Commitments of all the Lenders.


 


“Agreement” means this Third Amended
and Restated Credit Agreement.


 


“Applicable Margin” means with respect
to Eurodollar Loans and ABR Loans, from time to time, the rate per annum set
forth under the headings “Applicable Margin for Eurodollar Loans” and “Applicable
Margin for ABR Loans,” respectively, on Annex I based upon the Debt Rating.


 


“Appropriate Lender” means, at any
time (a) with respect to any of the Term Loan Facility or the Revolving Credit
Facility a Lender that has a Commitment with respect to such Facility and/or
holds a Term Loan or a Revolving Loan, respectively, at such time, (b) with
respect to the Swingline Amount (i) the Swingline Lender and (ii) if any
Swingline Loans are outstanding pursuant to Section 2.7(a), the
Revolving Credit Lenders.


 


“Arranger” means Banc of America Securities
LLC, in its capacity as sole lead arranger and sole book manager.


 


“Asset Sale” means any sale, issuance,
conveyance, transfer, lease or other disposition, including by way of merger,
consolidation or sale and leaseback transaction (any of the foregoing, a “transfer”),
directly or indirectly, in one or a series of related transactions, of (i) all
or substantially all of the properties and assets (other than marketable
securities, including “margin stock” within the meaning of Regulation U, liquid
investments and other financial instruments) of the Borrower or any Restricted
Subsidiary, or (ii) any other properties or assets of the Borrower or any
Restricted Subsidiary, other than in the ordinary course of business, to any
Person other than the Borrower or any Restricted Subsidiary. For the purposes
of this definition, the term


 


2

















 


“Asset Sale” shall not include (a) any transfer of properties and
assets to the extent that the gross proceeds to the Borrower and its Restricted
Subsidiaries from the transfer thereof do not exceed (i) $10,000,000 in any
single transaction or series of related transactions, taken as a whole, or (ii)
$25,000,000 (irrespective of the size of the individual transactions) in the aggregate
for all such transactions on or after February 8, 2007, and (b) any transfer of
the Capital Stock of any Investment Firm or any Restricted Subsidiary to one or
more partners, officers, directors, shareholders, employees or members (or any
entity owned or controlled by one or more of such Persons) of an Investment
Firm which is a Restricted Subsidiary or in which the Borrower or a Restricted
Subsidiary has an ownership interest (any such transfer described in this clause
(b), a “Shareholder Asset Sale”).


 


“Assignee” is defined in Section
10.6(c).


 


“Attorney Costs” means and includes
all reasonable and documented fees, expenses and disbursements of any law firm
or other external counsel and, to the extent not duplicative of services
performed by external counsel, the reasonable and documented allocated cost of
internal legal services and all reasonable and documented expenses and
disbursements of internal counsel.


 


“Available Commitment” means as to any
Revolving Credit Lender at any time, an amount equal to the excess, if any, of
(a) the amount of such Revolving Credit Lender’s Revolving Credit Commitment
over (b) the aggregate principal amount of all outstanding Revolving Loans made
by such Revolving Credit Lender plus, for all purposes other than Section
2.4, its Commitment Percentage of all outstanding Swingline Loans.


 


“Bank of America” is defined in the
preamble and includes any successor thereto.


 


“Borrower” is defined in the preamble
and includes any successor thereto.


 


“Borrower Materials” is defined in Section
6.2.


 


“Borrower
Pledge Agreement” means the amended and restated pledge agreement dated as
of the date hereof by the Borrower in favor of the Administrative Agent, a copy
of which (as in effect on the date hereof) is attached as Exhibit B-1.


 


“Borrowing Date” means any Business
Day specified in a notice pursuant to Section 2.2 or 2.8 as a
date on which the Borrower requests the Lenders or the Swingline Lender to make
Loans hereunder.


 


“Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks are authorized
to close under the laws of, or are in fact closed in, the state where the
Administrative Agent’s Office is located, Boston, Massachusetts or New York,
New York, and, if such day relates to any Eurodollar Rate Loan, means any such
day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.


 


3

















 


“Capital Securities” means the “Preferred
Securities” issued in connection with (and as defined in) the Capital Trust
Indentures.


 


“Capital Stock” means any and all
shares, interests, participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership interests in a
Person (other than a corporation) and any and all warrants or options to
purchase any of the foregoing.


 


“Capital Trust I” means AMG Capital
Trust I, a special purpose Delaware statutory trust established by the
Borrower, of which the Borrower holds all of the common securities and other
securities having the power to vote generally.


 


“Capital Trust I Indenture” means the
Indenture dated as of April 3, 2006 between the Borrower and LaSalle Bank
National Association, as Debenture Trustee.


 


“Capital Trust II” means AMG Capital
Trust II, a special purpose Delaware statutory trust established by the
Borrower, of which the Borrower holds all of the common securities and other
securities having the power to vote generally.


 


“Capital Trust II Indenture” means the
Indenture dated October 11, 2007 between the Borrower and LaSalle Bank National
Association, as Debenture Trustee.


 


“Capital Trust Indentures” means,
collectively, the Capital Trust I Indenture and the Capital Trust II Indenture
and any indentures issued in exchange for any of the foregoing or in addition
to the foregoing so long as such indentures have economic terms consistent with
and substantially similar to, the terms contained in the foregoing indentures.


 


“Capital Trusts” means, collectively,
Capital Trust I, Capital Trust II and other similar special purpose vehicles
established by the Borrower, of which the Borrower holds all of the common
securities and other securities having the power to vote generally, which
special purpose vehicle issues Capital Securities.


 


“Cash Equivalent” means, at any time,
(a) any evidence of indebtedness, maturing not more than one year after such
time, issued or guaranteed by the United States Government or any agency
thereof, (b) commercial paper, maturing not more than one year from the date of
issue, or corporate demand notes, in each case (unless issued by a Lender or
its holding company) rated at least A-1 or A-2 by S&P or P-1 or P-2 by
Moody’s (or carrying an equivalent rating by an internationally-recognized
rating agency), (c) any certificate of deposit (or time deposits represented by
such certificates of deposit) or banker’s acceptance, maturing not more than
one year after such time, or overnight Federal Funds transactions or money
market deposit accounts that are issued or sold by, or maintained with, a
commercial bank or financial institution incorporated under the laws of the
United States, any state thereof or the District of Columbia which is rated at
least A-1 or A-2 by S&P or P-l or P-2 by Moody’s (or carrying an equivalent
rating by an internationally-recognized rating agency), (d) any repurchase
agreement entered into with a commercial bank or financial institution meeting
the requirements of clause (c) which (i) is secured by a fully perfected
security interest in any obligation of


 


4

















 


the type described in any of clauses (a) through (c) and
(ii) has a market value at the time such repurchase agreement is entered into
of not less than 100% of the repurchase obligation of such commercial bank or
financial institution thereunder, (e) securities with maturities of six months
or less from the date of acquisition backed by standby letters of credit issued
by any commercial bank or financial institution meeting the requirements of clause
(c), (f) any short-term (or readily marketable or immediately redeemable)
investment in a structured investment vehicle, structured investment deposit or
similar instrument with a financial strength rating of A by S&P or Moody’s
or (g) shares of money market mutual or similar funds which invest primarily in
assets satisfying the requirements of clauses (a) through (f) of this
definition.


 


“Change of Control” shall be deemed to
occur on any date on which any Person or “group” (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934) shall have acquired
beneficial ownership of Capital Stock having 30% or more of the ordinary voting
power in the election of directors of the Borrower.


 


“Closing Date” means the date on which
the conditions precedent set forth in Section 5.1 shall be satisfied.


 


“COBRAs” means the Floating Rate
Senior Convertible Debentures due 2033 issued by the Borrower on February 25,
2003.


 


“Code” means the Internal Revenue Code
of 1986.


 


“Commitment” means a Term Loan
Commitment or a Revolving Credit Commitment, as the context may require.


 


“Commitment Fee Rate” means, from time
to time, the rate per annum set forth under the heading “Commitment Fee Rate”
on Annex I based upon the Debt Rating.


 


“Commitment Percentage” means (a) in
respect of the Revolving Credit Facility, as to any Revolving Credit Lender at
any time, the percentage (expressed as a decimal, carried out to nine decimal
places) which such Revolving Credit Lender’s Revolving Credit Commitment then
constitutes of the aggregate Revolving Credit Commitments (or, at any time
after the Revolving Credit Commitments shall have expired or terminated, the
percentage which (i) the aggregate principal amount of such Revolving Credit
Lender’s Revolving Loans then outstanding plus (ii) its Revolving Credit
Percentage of any Swingline Loans, constitutes of the aggregate principal
amount of the Revolving Loans then outstanding) and (b) in respect of the Term
Loan Facility, as to any Term Loan Lender at any time, the percentage
(expressed as a decimal, carried out to nine decimal places) represented by, on
or prior to the Closing Date, such Term Loan Lender’s Term Loan Commitment of
the aggregate Term Loan Commitments, or, at any time thereafter, the principal
amount of such Term Loan Lender’s Term Loans of the aggregate Term Loans
outstanding at such time.


 


“Commitment Period” means the period
from the date hereof to the Termination Date or such earlier date on which the
Revolving Credit Commitments shall terminate as provided herein.


 


5

















 


“Commonly Controlled Entity” means an
entity, whether or not incorporated, which is under common control with the
Borrower within the meaning of Section 4001 of ERISA or is part of a group
which includes the Borrower and which is treated as a single employer under
Section 414 of the Code.


 


“Compliance Certificate” means a
certificate substantially in the form of Exhibit H.


 


“Computation Period” means each period
of four consecutive fiscal quarters ending on the last day of a fiscal quarter.


 


“Consolidated EBITDA” means for any
period the consolidated EBITDA of the Borrower and its Restricted Subsidiaries
for such period.


 


“Consolidated Interest Expense” means,
for any period, the amount of interest expense of the Borrower and, to the
extent payable out of Free Cash Flow (and not Operating Cash Flow) under the
relevant Revenue Sharing Agreement, its Restricted Subsidiaries payable in cash
on a consolidated basis, net of the portion thereof attributable to minority
interests, for such period.


 


“Contractual Obligation” means, as to
any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.


 


“Debt Rating” means, as of any date of
determination, the rating by S&P of the Borrower’s non-credit-enhanced,
senior unsecured long-term debt; provided that (a) if Fitch or Moody’s
(but not both) also has a rating for such debt, then the Debt Rating shall be
the higher of the ratings by the two applicable rating agencies (unless the
difference between such rating agencies would be two or more Levels in the
pricing grid attached as Annex 1, in which case the Debt Rating shall be
the midpoint between such ratings or, if there is no single midpoint, the
higher of the two Levels at the midpoint between such ratings); and (b) if both
Fitch and Moody’s also have ratings for such debt, then (i) if two
rating agencies have the same rating and the third rating agency has a
different rating, then one of the rating agencies with the same rating shall be
disregarded, and (ii) if all three rating agencies have different ratings, then
the middle rating shall be disregarded and, in the case of both clause (i)
and clause (ii), the Debt Rating shall be calculated in accordance with clause
(a) above; (c) if such debt is not rated by S&P because S&P no
longer provides debt ratings generally, then, (1) if either Fitch or Moody’s
has a rating for such debt, then the rating by such rating agency shall apply,
or (2) if both Fitch and Moody’s have a rating for such debt, then the
provision of clause (a) above shall be used to determine the Debt Rating
or (3) if neither Fitch or Moody’s has a rating for such debt then the Debt
Rating shall be deemed to be at the lowest Level on the pricing grid and (d) if
such debt is not rated by S&P but S&P continues to provide debt ratings
generally, then the Debt Rating shall be deemed to be at the lowest Level on
the pricing grid.


 


“Default” means any of the events
specified in Section 8, whether or not any requirement for the giving of
notice, the lapse of time, or both, has been satisfied.


 


6

















 


“Default Rate” means (a) an interest
rate equal to (i) the ABR plus (ii) the Applicable Margin, if any,
applicable to ABR Loans plus (iii) 2% per annum; and (b) with respect to
a Eurodollar Loan, the Default Rate shall be an interest rate equal to (i) the
Eurodollar Rate applicable to such Loan plus (ii) the Applicable Margin
applicable to Eurodollar Loans plus (iii) 2% per annum.


 


“Defaulting Lender” is defined in Section
3.8(c).


 


“Dollars” and “$” mean lawful
currency of the United States of America.


 


“Domestic Subsidiary” means any
Subsidiary that is not a Foreign Subsidiary.


 


“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 and (iv) its Non-Cash Based Compensation Costs.


 


“Environmental Law” means any Federal,
state, local or foreign statute, law, regulation, ordinance, rule, judgment,
order, decree, permit, concession, grant, franchise, license, agreement or
governmental restriction relating to pollution or the protection of the
environment or the release of any material into the environment, including any
of the foregoing related to hazardous substances or wastes, air emissions or
discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974.


 


“Eurodollar Loan” means a Loan that
bears interest at a rate based upon the Eurodollar Rate.


 


“Eurodollar Rate” means, for any
Interest Period with respect to any Eurodollar Loan, a rate per annum
determined by the Administrative Agent pursuant to the following formula:


 


	
   

  	
  Eurodollar Rate =

  	
  Eurodollar Base Rate

  	
   

  
	
   

  	
   

  	
  1.00 - Eurodollar Reserve Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Where,

  	
   

  	
   

  



 


7

















 


“Eurodollar Base Rate” means, for such
Interest Period:


 


(a)           the rate per annum equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters (or another commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period; or


 


(b)           if the rate described in clause
(a) is not available at such time for any reason, the rate per annum
determined by the Administrative Agent to be the rate 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 Eurodollar Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the
London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period.


 


“Eurodollar Reserve Percentage” means,
for any day during any Interest Period, the reserve percentage (expressed as a
decimal, carried out to five decimal places) in effect on such day, whether or
not applicable to any particular Lender, under regulations issued from time to
time by the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
Eurodollar funding (currently referred to as “Eurocurrency liabilities”). The
Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.


 


“Event of Default” means any of the
events specified in Section 8.


 


“Existing Credit Agreement” is defined
in the recitals.


 


“Existing Lender” means a “Lender”
under and as defined in the Existing Credit Agreement immediately prior to the
Closing Date.


 


“Facility” means the Term Loan
Facility or the Revolving Credit Facility, as the context may require.


 


“Federal Funds Rate” means, for any
day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 


 


8

















 


of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.


 


“Fee Letter” means, collectively, (a)
that certain fee letter dated as of November 10, 2006 and (b) that certain fee
letter dated as of October 22, 2007, in each case, by and among Bank of
America, the Arranger and the Borrower.


 


“Feline Prides II” means the equity
security units originally issued by the Borrower on February 17, 2004,
consisting of (a) interest bearing senior notes due February 17, 2010 (“Feline
Prides II Senior Notes”) and (b) purchase contracts under which each
purchaser of a Feline Prides 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 February 17, 2008.


 


“Feline Prides II Senior Notes” is
defined in the definition of Feline Prides II.


 


“Financing Lease” means any lease of
property, real or personal, the obligations of the lessee in respect of which
are required in accordance with GAAP to be capitalized on a balance sheet of
the lessee.


 


“Financial Statements” is defined in Section
4.1.


 


“Fitch” means Fitch, Inc., doing
business as Fitch Ratings.


 


“Foreign Subsidiary” means any
Subsidiary that is not organized under the laws of, and does not conduct the
majority of its business in, the United States, any state thereof or the
District of Columbia.


 


“FP Replacement Debt” is defined in Section
7.2(g).


 


“FRB” means the Board of Governors of
the Federal Reserve System of the United States.


 


“Free Cash Flow” means distributions
due and payable to the Borrower by and from an Investment Firm under the
Revenue Sharing Agreement applicable to such Investment Firm, including the
Borrower’s allocated share of “Free Cash Flow” or “Owners’ Allocation” as such
terms are defined in certain Revenue Sharing Agreements.


 


“Funds” means the collective reference
to all Investment Companies and other investment accounts or funds (in whatever
form and whether personal or corporate) for which any Subsidiary or Investment
Firm provides advisory, management or administrative services.


 


“GAAP” means generally accepted
accounting principles in the United States of America in effect from time to
time.


 


9

















 


“Governmental Authority” means any
nation or government, any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.


 


“Guarantee Obligation” means as to any
Person (the “guaranteeing person”), any obligation of (a) the
guaranteeing person or (b) another Person (including any bank under any letter
of credit) with respect to which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in any such case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly,
including any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (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 or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided
that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed
to be the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guarantee Obligation is made
and (b) the maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by
the Borrower in good faith.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls, radon
gas, infectious or medical wastes and all other substances or wastes of any
nature regulated pursuant to any Environmental Law.


 


“Hedge Agreements” is defined in the
Borrower Pledge Agreement.


 


“Increase Effective Date” is defined in Section 2.3(b).


 


“Increasing Lender” is defined in Section 2.3(a).


 


“Indebtedness” means, as to any Person
at any date and without duplication, all of the following, whether or not
(except as provided in clause (e) below) included as Indebtedness or
liabilities in accordance with GAAP: (a) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services
(other than


 


10

















 


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 II Senior Notes), (c) all obligations of such Person under
Financing Leases, (d) all obligations of such Person, contingent or otherwise,
as an account party or applicant under or in respect of acceptances, letters of
credit, bank guarantees, surety bonds or similar facilities 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, 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), (h) all Guarantee Obligations of
such Person in respect of any Indebtedness (as defined above) of any other
Person, and (i) all Indebtedness (as defined above) of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to such Person. For
purposes of the foregoing definition, with regard to a Subsidiary, the term “Indebtedness”
shall include only a percentage of its Indebtedness equal to the percentage of
the Borrower’s direct and indirect 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.


 


“Indemnitee” is defined in Section
10.05.


 


“Incremental Term Loans” is defined in
Section 2.3(a).


 


“Initial Term Loans” means an advance
made by any Term Loan Lender under the Term Loan Facility on the Closing Date
pursuant to Section 2.1(a).


 


“Insolvency” means with respect to any
Multiemployer Plan, the condition that such Plan is insolvent within the
meaning of Section 4245 of ERISA.


 


“Insolvent” means pertaining to a
condition of Insolvency.


 


“Interest Payment Date” means (a) as
to any ABR Loan, the last Business Day of each March, June, September and
December, (b) as to any Eurodollar Loan, (i) the last day of each Interest
Period therefor, (ii) if any Interest Period is longer than three months, each
three-month anniversary of the first day of such Interest Period and (iii) the
date of any prepayment thereof.


 


“Interest Period” means, with respect
to any Eurodollar Loan:


 


(i)            initially, the period commencing on
the borrowing or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one or


 


11

















 


two weeks or
one, two, three or six months thereafter (or such other period as is requested
by the Borrower and consented to by all Appropriate Lenders and the
Administrative Agent), as selected by the Borrower in its notice of borrowing
or notice of conversion, as the case may be, given with respect thereto; and


 


(ii)           thereafter, each period commencing on
the last day of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one or two weeks or one, two, three or six months
thereafter (or such other period as is requested by the Borrower and consented
to by all Appropriate Lenders and the Administrative Agent), as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three
Business Days prior to the last day of the then current Interest Period with
respect thereto;


 


provided that the
foregoing provisions relating to Interest Periods are subject to the following:


 


(1)           if any Interest Period would
otherwise end on a day that is not a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding
Business Day;


 


(2)           the Borrower may not select any
Interest Period that would extend beyond the scheduled Termination Date; and


 


(3)           unless otherwise agreed by the
Borrower, all Appropriate Lenders and the Administrative Agent, any Interest
Period (other than a one or two week Interest Period) that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the appropriate subsequent calendar
month.


 


“Investment Advisers Act” means the
Investment Advisers Act of 1940.


 


“Investment Company” means an “investment
company” as such term is defined in the Investment Company Act.


 


“Investment Company Act” means the
Investment Company Act of 1940.


 


“Investment Firm” means any Subsidiary
or other Person (other than an Unrestricted Subsidiary) engaged, directly or
indirectly, primarily in the business (the “Investment Management Business”)
of providing investment advisory, management, distribution or administrative
services to Funds (or investment accounts or funds which will be included as
Funds after the Borrower acquires a direct or indirect interest in such other
Person) and in which the Borrower, directly or indirectly (other than through
one or more Unrestricted Subsidiaries), has purchased or otherwise acquired, or
has entered into an agreement to purchase or otherwise acquire, Capital Stock
or other interests entitling


 


12

















 


the Borrower, directly or indirectly (other than through one or more
Unrestricted Subsidiaries), to a share of the revenues, earnings or value
thereof.


 


“Investment Management Business” is
defined in the definition of “Investment Firm.”


 


“Joinder Agreement” is defined in Section
2.3(c).


 


“Junior Subordinated Debentures” means
(a) the 5.10% Junior Subordinated Convertible Debentures due April 15, 2036
issued by the Borrower to the Capital Trust I and (b) the 5.15% Junior
Subordinated Convertible Debentures due October 15, 2037 issued by the Borrower
to the Capital Trust II in each case in exchange for the proceeds of the
issuance of the Capital Securities and certain related common trust securities
and (c) any debentures issued in exchange for any of the foregoing or in
addition to the foregoing so long as such debentures have economic terms consistent
with and substantially similar to, the terms contained in the foregoing
debentures.


 


“Lenders” is defined in the preamble
(and such term includes the Swingline Lender).


 


“Leverage Ratio” means, as of any
date, the ratio of (a) the remainder of Total Indebtedness minus all
(but not more than $50,000,000) cash and Cash Equivalents of the Restricted
Loan Parties, in each case as of such date, to (b) Adjusted Consolidated EBITDA
for the Computation Period ending on (or, if such date is not the last day of a
Computation Period, most recently prior to) such date.


 


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
Financing Lease or synthetic lease having substantially the same economic
effect as any of the foregoing).


 


“Loan Documents” means this Agreement,
any Notes, the Pledge Agreements and the Subsidiary Guaranty.


 


“Loan Parties” means the Restricted
Loan Parties and each Unrestricted Subsidiary that is a Subsidiary Guarantor.


 


“Loans” means the Revolving Loans, the
Swingline Loans and the Term Loans.


 


“Material Adverse Effect” means a
material adverse effect on (a) the business, operations, property or condition
(financial or otherwise) of the Borrower and its Restricted Subsidiaries taken
as a whole, (b) the ability of the Borrower to perform its obligations under
any Loan Document to which it is a party or (c) the validity or enforceability
against any Loan Party of any Loan Document to which it is a party or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.


 


13

















 


“Moody’s” means Moody’s Investors
Service, Inc. and any successor thereto.


 


“Multiemployer Plan” means a Plan
which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Proceeds” means, with respect to
any Asset Sale or Shareholder Asset Sale, the net amount equal to the aggregate
amount received (including by way of deferred payment pursuant to a note
receivable, other non-cash consideration or otherwise) in connection with such
Asset Sale or Shareholder Asset Sale minus the sum of (a) the reasonable fees,
commissions and other out-of-pocket expenses incurred by the Borrower or any
Restricted Subsidiary, as applicable, in connection with such Asset Sale or
Shareholder Asset Sale (other than amounts payable to Affiliates of the Person
making such disposition), (b) federal, state and local taxes incurred in
connection with such Asset Sale or Shareholder Asset Sale, whether or not
payable at such time and (c) reasonable reserves for indemnification
obligations and working capital or other purchase price adjustments in
connection with such Asset Sale or Shareholder Asset Sale that are maintained in accordance with GAAP,
provided that (i) such reserves do not exceed 10% of the purchase price for
such Asset Sale or Shareholder Asset Sale and (ii) concurrently with any
reduction in the amount of any such reserve (excluding any reduction resulting
from a payment to the applicable buyer or that has previously been accounted
for pursuant to clause (iii) below), the Borrower shall be deemed to
have received “Net Proceeds” in an amount equal to such reduction and (iii) any
reserve for working capital or similar purchase price adjustments shall, solely
for purposes of determining “Net Proceeds”, be deemed to be reduced to zero on
the date that is 270 days after the closing of the applicable Asset Sale and
the Borrower shall be deemed to have received “Net Proceeds” in the amount of
such reduction on such date. For purposes of the foregoing definition, with
regard to a Restricted Subsidiary, the term “Net Proceeds” shall include only
that portion of its Net Proceeds representing the percentage of its Net
Proceeds equal to the percentage of the Borrower’s ownership interest in such
Restricted Subsidiary (or, if less in the case of any Asset Sale by a
Restricted Subsidiary, the portion to which the Borrower is entitled under any
relevant Revenue Sharing Agreement or other operating agreement with or with
respect to such Restricted Subsidiary).


 


“Non-Cash Based Compensation Costs”
means for any period, the amount of non-cash expense or costs computed under
APB No. 25 and related interpretations or FAS 123 and related interpretations,
which relate to the issuance of interests in the Borrower, any Restricted
Subsidiary or any Investment Firm.


 


“Non-Excluded Taxes” is defined in Section
3.11(a).


 


“Note” is defined in Section 2.6(e).


 


“Obligations”
is defined in the Borrower Pledge Agreement.


 


“Operating Cash Flow” means either “Operating
Cash Flow” or “Operating Allocation” as defined in the relevant Revenue Sharing
Agreement; provided that if such term is not defined in any Relevant
Sharing Agreement, Operating Cash Flow shall mean


 


14

















 


all revenues other than Free Cash Flow (as defined in this Agreement)
for the applicable Investment Firm.


 


“Participants” is defined in Section
10.6(b).


 


“PBGC” means the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.


 


“Person” means an individual,
partnership, corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.


 


“Plan” means at a particular time, any
employee benefit plan which is covered by ERISA and in respect of which the
Borrower or a Commonly Controlled Entity is (or, if such plan were terminated
at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Platform” is defined in Section
6.2.


 


“Pledge Agreements” means,
collectively, the Borrower Pledge Agreement and the Subsidiary Pledge
Agreement.


 


“Pledge Agreement Supplement” means a
Pledge Agreement Supplement substantially in the form of Annex I to Exhibit
B-1 or B-2, as applicable.


 


“Pledged Collateral” is defined in
each Pledge Agreement.


 


“Public Lender” is defined in Section
6.2.


 


“Refunded Swingline Loans” is defined
in Section 2.8(b).


 


“Refunding Date” is defined in Section
2.8(c).


 


“Register” is defined in Section
10.6(d).


 


“Regulation U” means Regulation U of
the FRB.


 


“Related Parties” means, with respect
to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Affiliates.


 


“Reorganization” means, with respect
to any Multiemployer Plan, the condition that such plan is in reorganization
within the meaning of Section 4241 of ERISA.


 


“Reportable Event” means a reportable
event as defined in Section 4043 of ERISA and the regulations issued under such
section with respect to a Plan, excluding such events as to which the PBGC by
regulation waived the requirements of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event; provided that a
failure to meet the minimum funding standard of Section 412 of the Code


 


15

















 


and of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.


 


“Required Lenders” means, at any time,
Lenders with Commitment Percentages aggregating more than 50%, disregarding the
Commitment Percentage of any Defaulting Lender so long as such Lender is
treated equally with the other Lenders with respect to any action resulting
from any consent or approval of the Required Lenders.


 


“Requirement of Law” means, as to any
Person, 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.


 


“Responsible Officer” means each of
the chief executive officer, the president, any executive vice president, any
senior vice president or any vice president of the Borrower or, with respect to
financial matters, the senior financial officer of the Borrower, in each case
acting singly.


 


“Restricted Loan Party” means the
Borrower and each Restricted Subsidiary.


 


“Restricted Subsidiary” means any
Subsidiary that is not an Unrestricted Subsidiary.


 


“Revenue Sharing Agreement” means each
agreement entered into by the Borrower or a Restricted Subsidiary with an
Investment Firm pursuant to which a specified percentage of the revenue of such
Investment Firm is distributed among such Investment Firm’s partners,
shareholders or members, pro rata in accordance with such partners’, shareholders’
or members’ ownership percentages in such Investment Firm (such percentage
being referred to in certain Revenue Sharing Agreements as “Free Cash Flow” or “Owners’
Allocation”), or any other agreement providing for the distribution of income,
revenue or assets of an Investment Firm.


 


“Revolving Credit Commitment” means,
as to any Revolving Credit Lender, the obligation of such Revolving Credit
Lender to make Revolving Loans to the Borrower hereunder and to participate in
Swingline Loans in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Revolving Credit Lender’s name
on Schedule I under the heading “Revolving Credit Commitment” or
opposite such caption in the Assignment and Assumption pursuant to which such
Revolving Credit Lender becomes a party hereto, as applicable, as such amount
may be increased or reduced from time to time in accordance with the provisions
of this Agreement. As of the date of this Agreement, the aggregate amount of
the Revolving Credit Commitments of all Revolving Credit Lenders is
$750,000,000.


 


“Revolving Credit Facility” means, at
any time, the aggregate amount of the Revolving Credit Lenders’ Revolving
Credit Commitments at such time.


 


16














 


“Revolving Credit Lender” means, at
any time, any Lender that has a Revolving Credit Commitment at such time.


 


“Revolving Credit Percentage” means
for any Lender the percentage (carried to the ninth decimal place) set forth
under the heading “Revolving Credit Percentage” on Schedule I, as
adjusted from time to time due to changes in such Revolving Credit Lender’s
Revolving Credit Commitment and in the Aggregate Commitments in accordance with
the provisions of this Agreement.


 


“Revolving Loans” is defined in Section
2.1(a).


 


“S&P” means Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc. and any
successor thereto.


 


“Securities Acts” means the Securities
Act of 1933 and the Securities Exchange Act of 1934.


 


“Shareholder Asset Sale” is defined in
the definition of Asset Sale.


 


“Single Employer Plan” means any Plan
which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.


 


“Specified Percentage” is defined in
the definition of Total Indebtedness.


 


“Subordinated Indebtedness” means (a)
Indebtedness of the Borrower and/or any Restricted Subsidiary under any
Subordinated Payment Note, (b) the Junior Subordinated Debentures and (c) other
Indebtedness of the Borrower or any Restricted Subsidiary which has maturities
and other terms, and which is subordinated to the obligations of the Borrower
and its Restricted Subsidiaries hereunder and under the other Loan Documents in
a manner, approved in writing by the Administrative Agent.


 


“Subordinated Payment Note” means any
unsecured note evidencing Indebtedness or other obligations issued to a seller
in connection with an Acquisition of an Investment Firm or the acquisition by
an Unrestricted Subsidiary of any other Person or in connection with an
increase of the Borrower’s direct or indirect ownership interest in an
Investment Firm or, through an Unrestricted Subsidiary, any other Person, in
each case as permitted hereunder, (i) for which the Borrower and/or any other
Restricted Loan Party is directly, primarily or contingently liable, (ii) the
payment of the principal of and interest on which and other obligations of the
Borrower or such other Restricted Loan Party in respect of which are
subordinated to the prior payment in full of the principal of and interest
(including post-petition interest whether or not allowed as a claim in any
proceeding) on the Loans and all other obligations and liabilities of the
Borrower or such other Restricted Loan Party to the Administrative Agent and
the Lenders hereunder, and (iii) which has terms and conditions that are
generally consistent with the terms and conditions of subordination set forth
in Exhibit G or in the corresponding Exhibit to any predecessor to this
Agreement as in effect at the time the form of such note was agreed upon with
such seller (with any variation to such terms and conditions that is adverse to



 


17

















 


the Lenders being subject to approval by the Administrative Agent) or
otherwise satisfactory in form and substance to the Required Lenders.


 


“Subsidiary” means, as to any Person,
a corporation, partnership, limited liability company or other entity of which
Capital Stock having ordinary voting power (other than Capital Stock having
such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership, limited liability company or other entity is at the time owned, or
the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary Guarantor” means any
Subsidiary that (a) is a “Pledgor” under and as defined in the Subsidiary
Pledge Agreement or (b) is not required to pledge any equity interests pursuant
to Section 6.8, but is required to guaranty the obligations of the
Borrower hereunder pursuant to Section 6.9.


 


“Subsidiary Guaranty” means a guaranty
substantially in the form of Exhibit M.


 


“Subsidiary Pledge Agreement” means
the amended and restated Subsidiary Pledge Agreement dated as of the date
hereof made by various Subsidiaries in favor of the Administrative Agent, a
copy of which (as in effect on the date hereof) is attached as Exhibit B-2.


 


“Supermajority Lenders” means at any
time, Lenders with Commitment Percentages aggregating at least 66-2/3%,
disregarding the Commitment Percentage of any Defaulting Lender so long as such
Lender is treated equally with the other Lenders with respect to any action
resulting from any consent or approval of the Supermajority Lenders.


 


“Swingline Amount” means the lesser of
$15,000,000 and the aggregate amount of the Commitments.


 


“Swingline Lender” means Bank of
America in its capacity as the lender of the Swingline Loans, or any successor
swingline lender hereunder.


 


“Swingline Loans” is defined in Section
2.7(a).


 


“Swingline Participation Amount” is
defined in Section 2.8(c).


 


“Synthetic Lease Obligation” means the
monetary obligations of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as indebtedness of such Person (without regard to accounting
treatment).


 


18

















 


“Term Loan Commitment” means, as to
each Term Loan Lender, the obligation of such Term Loan Lender to make Term
Loans to the Borrower hereunder in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Term Loan
Lender’s name on Schedule I under the heading “Term Loan Commitment” or
opposite such caption in the Assignment and Assumption pursuant to which such
Term Loan Lender becomes a party hereto, as applicable, as such amount may be
increased or reduced from time to time in accordance with the provisions of
this Agreement. As of the date of this Agreement the aggregate amount of the
Term Loan Commitments is $200,000,000.


 


“Term Loan Facility” means, at any
time, (a) on or prior to the Closing Date, the aggregate amount of the Term
Loan Commitments at such time and (b) thereafter, the aggregate principal
amount of the Term Loans of all Term Loan Lenders outstanding at such time.


 


“Term Loan Lender” means (a) at any
time on or prior to the Closing Date, any Lender that has a Term Loan
Commitment at such time and (b) at any time after the Closing Date, any Lender
that holds Term Loans at such time.


 


“Term Loans” means as applicable, and
as the context may require, either (a) the Initial Term Loans or the Incremental
Term Loans or (b) collectively, the Initial Term Loans and the Incremental Term
Loans.


 


“Termination Date” means February 8,
2012, or any earlier date when the Commitments terminate.


 


“Total Indebtedness” means, at any
time, the sum of (a) the aggregate principal amount (including capitalized
interest) of all Indebtedness of the Borrower and its Restricted Subsidiaries
(including the Loans, the Zero-Coupon Bonds, purchase money obligations,
amounts payable under noncompetition agreements and the pro-rata share (based
on ownership percentage) of the funded Indebtedness of any entity (other than
any Unrestricted Subsidiary) in which the Borrower or any Restricted Subsidiary
has a minority interest if the income from such entity is included in “Income
from equity method investments” in the Borrower’s consolidated financial
statements and (b) if the aggregate amount of all Unrestricted Subsidiary
Obligations for which the Borrower or any Restricted Subsidiary has any
Guarantee Obligations exceeds $25,000,000, all Unrestricted Subsidiary
Obligations that have the benefit of any such Guarantee Obligation; provided
that Total Indebtedness shall not include (i) Subordinated Payment Notes, (ii)
Indebtedness of the Borrower owing to any Restricted Subsidiary (other than the
Junior Subordinated Debentures), (iii) Indebtedness of any Restricted
Subsidiary owing to the Borrower or any other Restricted Loan Party, (iv) prior
to February 18, 2008, 90% of the principal amount of the Feline Prides II
Senior Notes, (v) net obligations under interest rate, commodity, foreign
currency or financial market swaps, options, futures and other hedging
obligations and (vi) 80% of the Junior Subordinated Debentures.


 


19

















 


“Tranche” means the collective
reference to Eurodollar Loans having Interest Periods that began or will begin
on the same date and end on the same later date (whether or not such Loans
shall originally have been made on the same day).


 


“Transferee” is defined in Section
10.6(f).


 


“Type” means, as to any Loan, its
nature as an ABR Loan or a Eurodollar Loan.


 


“Unrestricted Subsidiary” means any
Subsidiary (a) created or acquired (directly or indirectly) by the Borrower
after November 1, 2006; (b) that is designated by the Borrower as an
Unrestricted Subsidiary after the date hereof in accordance with Section
10.16; and (c) that has not subsequently been designated by the Borrower as
a Restricted Subsidiary in accordance with Section 10.16.


 


“Unrestricted Subsidiary Obligations”
means, with respect to any Unrestricted Subsidiary, all obligations of such
Unrestricted Subsidiary, including, without duplication, all Indebtedness of
such Unrestricted Subsidiary, all Guarantee Obligations of such Unrestricted
Subsidiary, all obligations of such Unrestricted Subsidiary in respect of
letters of credit, all accounts payable of such Unrestricted Subsidiary, all
lease obligations of such Unrestricted Subsidiary (including Synthetic Lease
Obligations), all obligations of such Unrestricted Subsidiary under purchase
agreements, put agreements or similar arrangements and all other liabilities of
such Unrestricted Subsidiary for the payment of money, in each case whether
absolute or contingent and whether on or off balance sheet. The amount of any
Unrestricted Subsidiary Obligation under any operating lease shall be
calculated as if such lease were a capital lease.


 


“Zero-Coupon Bonds” means the senior
unsecured convertible zero-coupon bonds due 2021 issued by the Borrower on May
7, 2001.


 


1.2           Other Definitional
and Interpretive Provisions. (a) Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in
any Notes or any certificate or other document made or delivered pursuant
hereto.


 


(b)           When used with
reference to a period of time, the word “from” means “from and including” and
the word “to” means “to but excluding”.


 


(c)           The term “including” is
not limiting and means “including without limitation.”


 


(d)           Unless otherwise
expressly provided herein, (i) references to agreements (including this
Agreement) and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by the terms of any
Loan Document; (ii) references to any statute or regulation are to be construed
as including all statutory and regulatory provisions and rules consolidating,
amending, replacing, supplementing or interpreting such statute or regulation;
and (iii) references to “fiscal year” and “fiscal quarter” mean the relevant
fiscal period of the Borrower.


 


20

















 


(e)           Section, subsection,
clause, Annex, Schedule and Exhibit references are
to this Agreement unless otherwise specified.


 


(f)            The meanings given to
terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


 


1.3           Accounting Terms.


 


(a)           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 consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at December 31, 2006 and the related audited consolidated
statements of income and of cash flows for the fiscal year ended on such date,
audited by PricewaterhouseCoopers LLP, except as otherwise specifically
prescribed herein.


 


(b)           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 financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


 


1.4           Allocation of
Revolving Loans and Revolving Credit Commitments; Effect of Restatement.


 


(a)           The Borrower and each
Lender agree that, effective as of the Closing Date, this Agreement amends and
restates in its entirety the Existing Credit Agreement. At the Closing Date,
the Revolving Credit Commitments shall be allocated in accordance with the
terms hereof and each Lender shall have a direct or participation share equal
to its Revolving Credit Percentage of all outstanding Revolving Loans.


 


(b)           To facilitate
allocation described in clause (a), on the Closing Date, (i) all
revolving loans under the Existing Credit Agreement shall be deemed to be
Revolving Loans hereunder, (ii) each Revolving Credit Lender that is a party to
the Existing Credit Agreement shall transfer to the Administrative Agent an
amount equal to the excess, if any, of such Revolving Credit Lender’s Revolving
Credit Percentage of all outstanding Revolving Loans hereunder (including any
Revolving Loans requested by the Borrower on the Closing Date) over the amount
of all of such Revolving Credit Lender’s revolving loans under the Existing
Credit Agreement, (iii) each Revolving Credit Lender that is not 


 


21

















 


a party to the Existing
Credit Agreement shall transfer to the Administrative Agent an amount equal to
such Revolving Credit Lender’s Revolving Credit Percentage of all outstanding
Revolving Loans hereunder (including any Revolving Loans requested by the
Borrower on the Closing Date), (iv) the Administrative Agent shall apply the
funds received from the Revolving Credit Lenders pursuant to clauses (ii)
and (iii), first, on behalf of the Revolving Credit Lenders (pro
rata according to the amount of the revolving loans each is required to
purchase to achieve the allocation described in clause (a), to purchase
from each Existing Lender that is not a party hereto the revolving loans of
such Existing Lender under the Existing Credit Agreement (and, if applicable to
purchase from any Existing Lender that is a party hereto but that has loans
under the Existing Credit Agreement in excess of such Revolving Credit Lender’s
Revolving Credit Percentage of all then-outstanding Revolving Loans hereunder (including
any Revolving Loans requested by the Borrower on the Closing Date), a portion
of such revolving loans equal to such excess), second, to pay to each
Existing Lender all interest, fees and other amounts (including amounts payable
pursuant to Section 3.12 of the Existing Credit Agreement, assuming for
such purpose that the loans under the Existing Credit Agreement were prepaid
rather than reallocated at the Closing Date) owed to such Existing Lender under
the Existing Credit Agreement (whether or not otherwise then due) and, third,
as the Borrower shall direct, and (v) the Borrower shall select new Interest
Periods to apply to all Revolving Loans hereunder (or, to the extent the
Borrower fails to do so, such Revolving Loans shall be, continue as or become
ABR Loans).


 


(c)           The Borrower and the
Revolving Credit Lenders that are Existing Lenders (which Revolving Credit
Lenders constitute the “Required Lenders” under and as defined in the Existing
Credit Agreement) agree that, concurrently with the effectiveness hereof, the
Existing Credit Agreement shall be amended and restated hereby and shall
thereafter be of no further force or effect (except for provisions thereof that
by their terms survive termination thereof).


 


SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS; SWINGLINE LOANS


 


2.1           Loans.


 


(a)           Term Loans.


 


(i)            Subject to the terms
and conditions set forth herein, each Term Loan Lender severally agrees to make
an Initial Term Loan to the Borrower on the Closing Date in an amount not to
exceed such Term Loan Lender’s Commitment Percentage of the Term Loan Facility.
The Term Loan borrowing shall consist of Term Loans made simultaneously by the
Term Loan Lenders in accordance with their respective Commitment Percentages of
the Term Loan Facility. Amounts borrowed under this Section 2.1(a) and
repaid or prepaid may not be reborrowed.


 


(ii)           Not later than 10:00
a.m. New York City time on the Closing Date, each Term Loan Lender shall,
pursuant to the terms and subject to the conditions of this Agreement, make
available the amount of its Commitment Percentage of the Term Loan Facility by
wire transfer to the Administrative Agent. Such wire transfer shall be directed



 


22

















 


to the Administrative
Agent at the Administrative Agent’s Office and shall be in the form of
immediately available, freely transferable Dollars. The amount so received by
the Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by delivery of the proceeds
thereof as shall be directed by a Responsible Officer and reasonably acceptable
to the Administrative Agent. The borrowing of the Initial Term Loans may be a
single ABR Loan or a single Eurodollar Loan, in each case, subject to
conversion after the Closing Date in accordance with Section 3.3; provided,
however, that the Borrower shall give the Administrative Agent irrevocable
written notice in substantially the form of Exhibit I (which notice must
be received by the Administrative Agent prior to 11:00 a.m. New York City time)
three Business Days prior to the Closing Date, if the Initial Term Loans are to
be initially Eurodollar Loans.


 


(b)           Revolving Loans.
Subject to the terms and conditions hereof, each Revolving Credit Lender
severally agrees to make revolving credit loans (“Revolving Loans”) (provided
that any repricing or conversion of an outstanding Revolving Loan shall not be
considered a making of a Revolving Loan) to the Borrower from time to time
during the Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed the amount of such Lender’s Revolving Credit
Commitment; provided that no Revolving Credit Lender shall be obligated
to make a Revolving Loan if, after giving effect to the making of such Revolving
Loan, such Revolving Credit Lender’s Available Commitment would be less than
zero. During the Commitment Period the Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof.


 


(c)           The Loans may from time
to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof,
as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 3.3.


 


2.2           Procedure for
Borrowing. The Borrower may borrow Revolving Loans under the Revolving
Credit Commitments during the Commitment Period on any Business Day; provided
that the Borrower shall give the Administrative Agent irrevocable written
notice, in substantially the form of Exhibit I (which notice must be
received by the Administrative Agent prior to 11:00 a.m., New York City time,
(a) three Business Days prior to the requested Borrowing Date, if all or any
part of the requested Revolving Loans are to be initially Eurodollar Loans or
(b) on the requested Borrowing Date, if all of the requested Loans are to be
initially ABR Loans), in each case specifying (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is to be of
Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing
is to be entirely or partly of Eurodollar Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Periods
for such Eurodollar Loans. Each borrowing of ABR Loans (other than Swingline
Loans) shall be in an amount equal to $1,000,000 or a higher integral multiple
of $100,000, and each borrowing of Eurodollar Loans shall be in an amount equal
to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any
such notice from the Borrower, the Administrative Agent shall promptly notify
each Revolving Credit Lender thereof. Each Revolving Credit Lender will make
the amount of its Commitment Percentage of each borrowing available to the
Administrative 


 


23

















 


Agent for the account of
the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York
City time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent crediting the account of
the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Revolving Credit Lenders and in
like funds as received by the Administrative Agent. The failure of any
Revolving Credit Lender to make a Revolving Loan to be made by it as part of
any borrowing shall not relieve any other Revolving Credit Lender of its
obligation to make available its share of such borrowing.


 


2.3           Increase of
Commitments. (a)  Upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower
may from time to time (but not more than five times), request an increase in
the aggregate amount of the Revolving Credit Commitments and/or the Term Loan
Commitments (any Term Loan made pursuant to this Section 2.3(a),
hereafter referred to as an “Incremental Term Loan”); provided that the aggregate
amount of all increases in the amount of the Aggregate Commitments pursuant to
this Section 2.3 shall not exceed $250,000,000. Such increase in the
Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated
by the Borrower that are willing to provide such increase (an “Increasing
Lender”) and to become Lenders pursuant to a “Joinder Agreement”,
substantially in form of Exhibit K, pursuant to which such Increasing
Lender shall become a party to this Agreement; provided that any such
increases shall be in a minimum amount of $10,000,000 or a higher integral
multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise
be deemed to be, a commitment on the part of any Lender to increase its
Revolving Credit Commitment or Term Loan Commitment hereunder.


 


(b)           If the Aggregate
Commitments are increased in accordance with this Section 2.3, (i) the
Administrative Agent and the Borrower shall determine (A) the effective date
(the “Increase Effective Date”), and (B) the final allocation of such
increase and Schedule I attached hereto shall be automatically updated
to reflect the same and (ii) the Borrower, the Administrative Agent and the
Lenders providing the Incremental Term Loans shall agree to the amortization
schedule in respect of such Incremental Terms Loans pursuant to Section
3.2(e), and as provided in Section 3.2(e), are hereby authorized to
attach Schedule 3.2(e) to this Agreement; provided, that the
weighted average life to maturity of the Incremental Term Loans shall not be
shorter than the existing weighted average life to maturity of the Initial Term
Loans at such time. The Administrative Agent shall promptly notify the Lenders
of the final allocation of such increase and the Increase Effective Date.


 


(c)           As a condition
precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall
(x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the
Borrower and the applicable Lender(s), and (2) a certificate dated as of the
Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer (A) certifying and attaching the resolutions adopted by the
Borrower approving or consenting to such increase, and (B) certifying that, before
and after giving effect to such increase no Default exists and (iii) pursuant
to the terms of the Fee Letter, pay the fees to the applicable Persons. On the
applicable Increase Effective Date, the Revolving Credit 


 


24

















 


Commitment and/or the
Term Loan Commitment, as the case may be, of each Increasing Lender shall be
increased by the amount offered by (or, if applicable, allocated to) such
Increasing Lender and the Aggregate Commitments shall be increased (and the
Commitment Percentages adjusted) accordingly.


 


(d)           This Section 2.3
shall supersede any provisions in Section 3.8 or 10.1 to the
contrary.


 


(e)           The parties hereto
agree that, notwithstanding any other provision of this Agreement, the
Administrative Agent, the Borrower, each Increasing Lender and each other
Lender, as applicable, may make arrangements reasonably satisfactory to such
parties to cause an Increasing Lender to temporarily hold risk participations
in the Revolving Loans of the other Lenders (rather than fund its Commitment
Percentage of all outstanding Revolving Loans concurrently with the applicable
increase) with a view toward minimizing breakage costs and transfers of funds
in connection with any increase in the Aggregate Commitments. The Borrower
acknowledges that if (despite any arrangements established pursuant to the
foregoing sentence), as a result of a non-pro-rata increase in the Aggregate
Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in
part) on a day other than the last day of an Interest Period therefor, then
such prepayment or conversion shall be subject to the provisions of Section
3.12.


 


2.4           Commitment Fee. The
Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Credit Lender a commitment fee for the period from the first day of
the Commitment Period to the Termination Date, computed at the Commitment Fee
Rate on the actual amount of the Available Commitment of such Revolving Credit
Lender for each day during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date.


 


2.5           Termination or
Reduction of Commitments.


 


(a)           The Borrower shall have
the right, upon not less than five Business Days’ notice to the Administrative
Agent, to terminate the Revolving Credit Commitments or, from time to time, to
reduce the aggregate amount of the Revolving Credit Commitments to an amount
that is not less than the aggregate principal amount of all outstanding
Revolving Loans and Swingline Loans. Any such reduction shall be in an amount
equal to $5,000,000 or a whole multiple thereof and shall reduce permanently
the Revolving Credit Commitments then in effect. Upon receipt of any such
notice, the Administrative Agent shall promptly notify each Revolving Credit
Lender thereof.


 


(b)           Subject to Section
2.3(a), the aggregate Term Loan Commitments shall be automatically and
permanently reduced to zero on the date of the borrowing of the Initial Term
Loans.


 


2.6           Repayment of Loans;
Evidence of Debt.


 


(a)           The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of 


 


25

















 


each Loan of such Lender
on the Termination Date (or such earlier date on which the Loans become due and
payable pursuant to Section 8). The Borrower hereby further agrees to
pay the principal amount of the Term Loans as set forth in Section 3.2(d)
and as applicable, Section 3.2(e), and interest on the unpaid principal
amount of the Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 3.5.


 


(b)           Each Lender shall
maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of the Borrower to such Lender resulting from each Loan
of 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 the Register pursuant to Section 10.6(d), and a
subaccount therein for each Lender, in which shall be recorded (i) the amount
and Type of each Loan made hereunder and each Interest Period for each
Eurodollar Loan, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from
the Borrower and each Lender’s share thereof.


 


(d)           The entries made in the
Register and the accounts of each Lender maintained pursuant to Section
2.6(b) shall, to the extent permitted by applicable law, be prima  facie
evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided
that the failure of any Lender or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement.


 


(e)           The Borrower agrees
that, upon the request to the Administrative Agent by any Lender, the Borrower
will sign and deliver to such Lender a promissory note of the Borrower
evidencing the Loans of such Lender, substantially in the form of Exhibit A
with appropriate insertions as to date and principal amount (a “Note”).


 


2.7           Swingline Loans.


 


(a)           Subject to the terms
and conditions hereof, the Swingline Lender may (in its sole and absolute
discretion) make a portion of the credit otherwise available to the Borrower
under the Revolving Credit Commitments available from time to time during the
Commitment Period by making swing line loans (“Swingline Loans”) to the
Borrower; provided that (i) the aggregate principal amount of Swingline
Loans outstanding at any time shall not exceed the Swingline Amount and (ii)
the Borrower shall not request, and the Swingline Lender shall not make, any
Swingline Loan if, after giving effect to the making of such Swingline Loan,
the aggregate amount of the Available Commitments would be less than zero. During
the Commitment Period, the Borrower may borrow, repay, and reborrow Swingline
Loans, subject to the agreement of the Swingline Lender and in accordance with
the terms and conditions hereof. All Swingline Loans shall be ABR Loans.


 


26

















 


(b)           The Borrower shall
repay all outstanding Swingline Loans on the Termination Date.


 


2.8           Procedure for
Swingline Borrowing and Prepayment; Refunding of Swingline Loans.


 


(a)           Whenever the Borrower
desires that the Swingline Lender make Swingline Loans it shall give the
Swingline Lender and the Administrative Agent irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swingline Lender and the Administrative Agent not later than 1:00 p.m., New
York City time, on the proposed Borrowing Date), specifying (i) the amount to
be borrowed and (ii) the requested Borrowing Date (which shall be a Business
Day during the Commitment Period). Each Swingline Loan shall be in an amount
equal to $500,000 or a higher integral multiple of $50,000. Unless the
Swingline Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Revolving Credit Lender)
prior to 1:15 p.m., New York City time, on the proposed Borrowing Date (A)
directing the Swingline Lender not to make such Swingline Loan as a result of
the limitations set forth in Section 2.7(a)(ii) or (B) that one or more
of the applicable conditions specified in Section 5 is not then
satisfied, then, subject to the terms and conditions hereof, the Swingline
Lender may (in its sole and absolute discretion), not later than 3:00 p.m., New
York City time, on the proposed Borrowing Date, make available to the
Administrative Agent at the Administrative Agent’s Office an amount in
immediately available funds equal to the amount of the Swingline Loan to be
made by the Swingline Lender. The Administrative Agent shall make the proceeds
of any such Swingline Loan available to the Borrower by depositing such
proceeds in the account of the Borrower with the Administrative Agent on such
Borrowing Date in immediately available funds.


 


(b)           The Swingline Lender
may, at any time and from time to time in its sole and absolute discretion, on
behalf of the Borrower (which hereby irrevocably authorizes the Swingline
Lender to act on its behalf), request each Revolving Credit Lender to make, and
each Revolving Credit Lender hereby agrees to make, a Revolving Loan (which
shall be an ABR Loan), in an amount equal to such Revolving Credit Lender’s
Commitment Percentage of the aggregate amount of the Swingline Loans (the “Refunded
Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline Lender. Such request shall be made in writing and in accordance with
the requirements of Section 2.2, without regard to the minimum and
multiples specified therein for the principal amount of Revolving Loans. Each
Revolving Credit Lender shall make the amount of such Revolving Loan available
to the Administrative Agent at the Administrative Agent’s Office in immediately
available funds, not later than 1:00 p.m. New York City time, on the Borrowing
Date specified by the Swingline Lender. The proceeds of such Revolving Loans
shall be immediately made available by the Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline
Lender to charge the Borrower’s accounts with the Administrative Agent (up to
the amount available in each such account) in order to immediately pay the amount
of such Refunded Swingline 


 


27

















 


Loans to the extent
amounts received from the Revolving Credit Lenders are not sufficient to repay
in full such Refunded Swingline Loans.


 


(c)           If prior to the time a
Revolving Loan would have otherwise been made pursuant to Section 2.8(b),
one of the events described in Section 8(f) shall have occurred and be
continuing with respect to the Borrower or if for any other reason, as
determined by the Administrative Agent in its sole discretion, Revolving Loans
may not be made as contemplated by Section 2.8(b), each Revolving Credit
Lender shall, on the date such Revolving Loan was to have been made pursuant to
the notice referred to in Section 2.8(b) (the “Refunding Date”),
purchase for cash an undivided participating interest in the then outstanding
Swingline Loans by paying to the Swingline Lender an amount (the “Swingline
Participation Amount”) equal to (i) such Revolving Credit Lender’s
Commitment Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans.


 


(d)           Whenever, at any time
after the Swingline Lender has received from any Revolving Credit Lender such
Revolving Credit Lender’s Swingline Participation Amount, the Swingline Lender
receives any payment on account of the Swingline Loans, the Swingline Lender
will distribute to such Revolving Credit Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s participating interest was
outstanding and funded and, in the case of principal and interest payments, to
reflect such Revolving Credit Lender’s pro  rata portion of such
payment if such payment is not sufficient to pay the principal of and interest
on all Swingline Loans then due); provided that in the event that such
payment received by the Swingline Lender is required to be returned, such
Revolving Credit Lender will return to the Swingline Lender any portion thereof
previously distributed to it by the Swingline Lender.


 


(e)           Each Revolving Credit
Lender’s obligation to make the Revolving Loans referred to in Section
2.8(b) and to purchase participating interests pursuant to Section
2.8(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Revolving Credit Lender or the Borrower may have against
the Swingline Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the existence of a Default or the failure to satisfy any of
the other conditions specified in Section 5; (iii) any adverse change in
the condition (financial or otherwise) of the Borrower; (iv) any breach of this
Agreement or any other Loan Document by any Loan Party or any other Revolving
Credit Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.


 


(f)            The Borrower may from
time to time prepay Swingline Loans, in whole or in part, without premium or
penalty, upon irrevocable notice to the Administrative Agent and the Swingline
Lender not later than 11:00 a.m., New York City time on the date of prepayment,
specifying the date and amount of prepayment. Partial prepayments of Swingline
Loans shall be in an aggregate principal amount of $500,000 or a higher 


 


28

















 


integral multiple of
$50,000, and after giving effect to any such prepayment the aggregate principal
amount of all Swingline Loans shall not be less than $500,000.


 


SECTION 3.  GENERAL PROVISIONS APPLICABLE TO THE LOANS


 


3.1           Optional Prepayments.
The Borrower may at any time and from time to time prepay the Loans, in whole
or in part, without premium or penalty, upon irrevocable notice to the
Administrative Agent, at least three Business Days’ prior to the date of
prepayment if all or any part of the Loans to be prepaid are Eurodollar Loans,
and at least one Business Day prior to the date of prepayment if all of the
Loans to be prepaid are ABR Loans, specifying the date and amount of prepayment
and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each. Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
Lender thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with
any amounts payable pursuant to Section 3.12. Partial prepayments of ABR
Loans (other than Swingline Loans) shall be in an aggregate principal amount of
$1,000,000 or a higher integral multiple of $100,000, and partial prepayments
of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or
a higher integral multiple of $1,000,000. Prepayments under this Section 3.1
with respect to the Term Loans shall be applied ratably against the remaining
scheduled installments of the Term Loans and among the Term Loan Lenders in
accordance with each Term Loan Lender’s Commitment Percentage of the Term Loan
Facility until payment in full of the aggregate principal amount of all Term
Loans outstanding on such date.


 


3.2           Mandatory Commitment
Reductions; Mandatory Prepayments.


 


(a)           Concurrently with (i)
any Asset Sale and (ii) any Shareholder Asset Sale with respect to an
Investment Firm or other Restricted Subsidiary in which the Borrower holds,
directly or indirectly, in excess of a 50% ownership interest, if, after giving
effect to such Shareholder Asset Sale, the Borrower does not continue to hold,
directly or indirectly, in excess of a 50% equity ownership interest in the
relevant Investment Firm or Restricted Subsidiary, the Borrower, in accordance
with clause (c) below, shall repay the aggregate principal amount of the
Loans in an amount equal to the excess of the aggregate amount of the Net
Proceeds of all Asset Sales and all such Shareholder Asset Sales made after
February 8, 2007 over $200,000,000 and the Revolving Credit Commitments shall
be permanently reduced (rounded down, if necessary, to an integral multiple of
$5,000,000) by the amount so applied to such Revolving Loans (excluding any
portion of such amount previously applied to reduce the Revolving Credit
Commitments pursuant to this Section 3.2); provided that the
requirements of this clause (a) shall not apply to Net Proceeds from any
Asset Sale or Shareholder Asset Sale to the extent that the Borrower notifies
the Administrative Agent prior to or concurrently with the receipt of such Net
Proceeds that such Net Proceeds are intended to be used, and such Net Proceeds
are in fact used, to purchase similar assets within 270 days after such Asset
Sale or Shareholder Asset Sale; it being understood that any such Net Proceeds
shall be applied as set forth above (without giving effect to this proviso) on
the earlier of (a) the 271st day after such sale if not so used prior to
such date and (b) the date on which the 


 


29

















 


Borrower notifies the
Administrative Agent that it does not intend to use such Net Proceeds as set
forth in this proviso.


 


(b)           If, as a result of the
reduction of the Revolving Credit Commitments pursuant to clause (a),
the aggregate principal amount of the Revolving Loans and the Swingline Loans
exceeds the aggregate amount of the Revolving Credit Commitments, the Borrower
shall immediately prepay Revolving Loans in the amount of such excess. All
prepayments of Revolving Loans pursuant to this Section 3.2(b) shall be
made without premium or penalty (but shall be subject to Section 3.12)
and shall be accompanied by accrued and unpaid interest on the principal amount
being prepaid. Subject to clause (c) below, all such prepayments with
respect to Revolving Loans shall be applied as directed in writing by the
Borrower or, in the absence of such direction, first, to prepay
Swingline Loans until the Swingline Loans are paid in full, second, to
prepay Revolving Loans that are ABR Loans until such Revolving Loans are paid
in full and, third, to prepay Revolving Loans that are Eurodollar Loans
until such Loans are paid in full.


 


(c)           Except with respect to Section
3.2(b), each prepayment of Loans pursuant to the foregoing provisions of
this Section 3.2 shall be applied, first, ratably to the Term
Loan Facility and to the principal repayment installments thereof in the manner
set forth in the last sentence of this clause (c) and, second, to the Revolving
Credit Facility in the manner set forth in clause (b) above. Prepayments with
respect to the Term Loans shall be applied ratably against the remaining
scheduled installments of the Term Loans and among the Term Loan Lenders in
accordance with each Term Loan Lender’s Commitment Percentage of the Term Loan
Facility until payment in full of the aggregate principal amount of all Term
Loans outstanding on such date.


 


(d)           The Borrower shall
repay to the Term Loan Lenders the aggregate principal amount of all Initial
Term Loans outstanding on the following dates in the respective amounts set
forth opposite such dates:


 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  January 31, 2008

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  April 30, 2008

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  July 31, 2008

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  October 31, 2008

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  January 31, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  April 30, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  July 31, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 


30

















 


	
  October 31, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  January 31, 2010

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  April 30, 2010

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  July 31, 2010

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  October 31, 2010

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  January 31, 2011

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  April 30, 2011

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  July 31, 2011

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  October 31, 2011

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  January 31, 2012

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Termination Date

  	
   

  	
  $

  	
  70,000,000

  	
   

  



 


provided,
however, that the final principal repayment installment of the Initial
Term Loans shall be repaid on the Termination Date and in any event shall be in
an amount equal to the aggregate principal amount of all Initial Term Loans
outstanding on such date.


 


(e)           The Borrower shall
repay to the Term Loan Lenders the aggregate principal amount of all
Incremental Term Loans outstanding on the dates in the respective amounts set
forth opposite such dates on Schedule 3.2(e) attached hereto (it being
understood that such Schedule will be attached hereto at such time, if
applicable, that the Incremental Term Loans are made). The final principal
repayment installment of the Incremental Term Loans shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of all Incremental Term Loans outstanding on such date.


 


3.3           Conversion and
Continuation Options. (a)  The
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
by giving the Administrative Agent at least two Business Days’ prior irrevocable
written notice, substantially in the form of Exhibit J, of such
election; provided that
any such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto. The Borrower may elect from time to time
to convert ABR Loans (other than ABR Loans which are Swingline Loans) to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days’ prior irrevocable written notice, substantially in the form of Exhibit
J, of such election. Any such notice of conversion to Eurodollar Loans
shall specify the length of the initial Interest Period or Interest Periods
therefor. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each Appropriate Lender thereof. All or any part of outstanding
Eurodollar Loans and ABR Loans 


 


31

















 


may be converted as
provided herein; provided
that no Loan may be converted into a Eurodollar Loan when any Event of Default
has occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined that such a conversion is not appropriate.


 


(b)           Any Eurodollar Loans
may be continued as such upon the expiration of the then current Interest
Period with respect thereto by the Borrower giving written notice,
substantially in the form of Exhibit J, to the Administrative Agent, in
accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.1, of the length of the next Interest Period to be
applicable to such Loans; provided
that no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has notified the
Borrower that the Required Lenders have determined that such a continuation is
not appropriate; and provided,  further, that (i) if the Borrower fails to give such notice
or if such continuation is not permitted, then such Eurodollar Loans shall be
automatically converted to ABR Loans on the last day of such then expiring
Interest Period and (ii) if the Borrower gives a notice of continuation but
fails to specify the applicable Interest Period, then the Borrower shall be
deemed to have requested a one-month Interest Period.


 


3.4           Minimum Amounts and
Maximum Number of Tranches. All borrowings, conversions and continuations
of Loans hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Loans comprising each
Eurodollar Tranche shall be equal to $5,000,000 or a higher integral multiple
of $1,000,000. In no event shall there be more than 10 Eurodollar Tranches
outstanding at any time.


 


3.5           Interest Rates and
Payment Dates. (a)  Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.


 


(b)           Each ABR Loan shall
bear interest at a rate per annum equal to the ABR plus the Applicable
Margin; provided that so long as the Revolving Credit Lenders have not
been required to purchase participations in Swingline Loans pursuant to Section
2.8(c), Swingline Loans shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin minus the Commitment Fee Rate.


 


(c)           If any amount payable
by the Borrower under any Loan Document is not paid when due (after any
applicable grace period), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable laws. Furthermore, upon the request of the Required
Lenders, at any time an Event of Default exists, the Borrower shall pay
interest on the Loans at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable laws.


 


(d)           Interest shall be
payable in arrears on each Interest Payment Date and on the Termination Date; provided that interest accruing
pursuant to Section 3.5(c) shall be payable from time to time on demand.


 


32

















 


3.6           Computation of
Interest and Fees. (a)  Interest
based on Bank of America’s “prime rate” shall be calculated on the basis of a
year of 365 (or, if applicable, 366) days and for the actual number of days
elapsed. All other interest and all fees shall be calculated on the basis of a
year of 360 days and for the actual number of days elapsed. The Administrative
Agent shall as soon as practicable notify the Borrower and the Appropriate
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the ABR or the Eurodollar Reserve
Percentage shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Appropriate Lenders of the effective
date and the amount of each such change in the ABR or the Eurodollar Reserve
Percentage.


 


(b)           Each determination of
an interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in
the absence of manifest error. The Administrative Agent shall, at the request
of the Borrower or any Lender, deliver to the Borrower or such Lender a
statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 3.5(a).


 


3.7           Inability to
Determine Interest Rate. If prior to the first day of any Interest Period:


 


(a)           the Administrative
Agent shall have determined (which determination shall be conclusive and
binding upon the Borrower) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, or


 


(b)           the Administrative
Agent shall have received notice from the Required Lenders that the Eurodollar
Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (as conclusively
certified by the Required Lenders) of making or maintaining their affected
Loans during such Interest Period,


 


then the Administrative Agent shall give telecopy or telephonic notice
thereof, to the Borrower and the Appropriate Lenders as soon as practicable
thereafter. If such notice is given, (x) any Eurodollar Loans requested to be
made on the first day of such Interest Period shall be made as ABR Loans, (y)
any ABR Loans that were to have been converted on the first day of such
Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans that were to be continued on the first day of such
Interest Period shall be converted to ABR Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be
made or continued as such, nor shall the Borrower have the right to convert
Loans to Eurodollar Loans.


 


3.8           Pro Rata Treatment
and Payments. (a)  Except as provided
in Section 2.3(e), each borrowing by the Borrower from the Revolving
Credit Lenders hereunder (other than borrowings of Swingline Loans), each
payment by the Borrower on account of any commitment fee hereunder and any
reduction of the Revolving Credit Commitments of the 


 


33

















 


Revolving Credit Lenders
shall be made pro rata according to the respective
Commitment Percentages of the Revolving Credit Lenders. Subject to Sections
2.3(e) and 3.8(c), each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Revolving Loans shall
be made pro rata
according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Credit Lenders; provided that payments
in respect of Swingline Loans that have not been refunded with Revolving Loans
pursuant to Section 2.8(b) shall be for the account of the Swingline
Lender only (subject to the Swingline Lender’s obligation to share with any
participants in the Swingline Loans). Subject to Sections 2.3(e) and 3.8(c),
each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Term Loans shall be made pro rata according to the
respective outstanding principal amounts of the Term Loans then held by the
Term Loan Lenders. All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or counterclaim and shall be made
prior to 12:00 noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Appropriate Lenders at the
Administrative Agent’s Office, in Dollars and in immediately available funds
(and funds received after that time shall be deemed to have been received on
the next succeeding Business Day). The Administrative Agent shall distribute
such payments to the Appropriate Lenders promptly upon receipt (and if such
payment is received prior to 12:00 noon, on the same day) in like funds as
received. If any payment hereunder becomes due and payable on a day other than
a Business Day, the due date for such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such extension and such
extension of time shall in such case be included in the computation of payment
of interest or fees, as the case may be.


 


(b)           Unless the
Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
portion of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon, for the
period from such Borrowing Date until such Lender makes such amount available
to the Administrative Agent in immediately available funds, at a rate equal to
the greater of (i) the daily average Federal Funds Rate and (ii) a rate
determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation. A certificate of the Administrative Agent
submitted to any Lender with respect to any amount owing under this subsection
shall be conclusive in the absence of manifest error. If such Lender’s portion
of such borrowing is not made available to the Administrative Agent by such
Lender within three Business Days of such Borrowing Date, the Administrative
Agent shall also be entitled to recover such amount with interest thereon at
the rate per annum applicable to ABR Loans hereunder, on demand, from the
Borrower.


 


(c)           In the event that a
Lender fails to make available after a period of three Business Days to the
Administrative Agent its portion of a borrowing (any such Lender, a 


 


34

















 


“Defaulting Lender”),
the Borrower may replace such Lender as provided in Section 3.14. Notwithstanding
any such replacement, no Defaulting Lender shall be released from any of its
rights or obligations under any Loan Document (including Section 9.7)
for actions taken or failed to be taken by it prior to the date of such
substitution.


 


3.9           Illegality. Notwithstanding
any other provision herein, if the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof shall make it unlawful
for any Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement, (a) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans
shall forthwith be cancelled and (b) such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to Section 3.12.


 


3.10         Requirements of Law.
(a)  If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:


 


(i)            shall subject any
Lender to any tax of any kind whatsoever with respect to this Agreement, any
Note or any Eurodollar Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Non-Excluded Taxes
covered by Section 3.11 and changes in the rate of tax on the overall
net income, or franchise taxes imposed in lieu of income taxes, of such
Lender);


 


(ii)           shall impose, modify or
hold applicable any reserve, special deposit, compulsory loan or similar
requirement against assets held by, deposits or other liabilities in or for the
account of, advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the Eurodollar Rate hereunder; or


 


(iii)          shall impose on such
Lender any other condition;


 


and the result of any of the foregoing is to increase the cost to such
Lender, by an amount which such Lender in good faith deems to be material, of
agreeing to make or maintain, or of making, converting into, continuing or
maintaining, Eurodollar Loans or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall promptly (and in
any event within 10 days after receipt of a certificate in accordance with Section
3.10(c)) pay such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduced amount receivable.


 


(b)           If any Lender shall
have determined that the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with 


 


35

















 


any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender’s or such corporation’s capital
as a consequence of its obligations hereunder to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy) by an amount deemed by such Lender
in good faith to be material, then the Borrower shall promptly (and in any
event within 10 days after receipt of a certificate in accordance with this Section
3.10(b), pay to such Lender such additional amount or amounts as will
fairly compensate such Lender for such reduction in the return on capital.


 


(c)           If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 3.10,
it shall promptly notify the Borrower (with a copy to the Administrative Agent)
of the event by reason of which it has become so entitled; provided that no additional
amount shall be payable under this Section 3.10 for a period longer than
nine months prior to such notice to the Borrower. A certificate as to any
additional amounts payable pursuant to this Section 3.10 submitted by
such Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive for a period of one year after the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder. In determining whether to make a
claim, and calculating the amount of compensation, under this Section 3.10,
each Lender shall apply standards that are not inconsistent with those
generally applied by such Lender in similar circumstances.


 


3.11         Taxes. (a)  All payments made by the Borrower under this
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on the Administrative Agent or
any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having signed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings (“Non-Excluded Taxes”) are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder or under any Note, the amounts so payable to the Administrative Agent
or such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement. In addition, if any Non-Excluded Taxes are
directly imposed on or asserted against the Administrative Agent or any Lender
with respect to any payment received by the Administrative Agent or such Lender
hereunder, the Administrative Agent or such Lender may pay such Non-Excluded
Taxes and the Borrower will promptly pay such additional amount (including any
penalty, interest or expense) as is necessary in order that the net amount
received by the Administrative Agent or such Lender after the payment of such
Non-Excluded Taxes (including any taxes on such additional amounts) 


 


36

















 


shall equal the amount
such Person would have received had such Non-Excluded Taxes not been imposed or
asserted. Notwithstanding the foregoing two sentences, the Borrower shall not
be required to increase any amount payable, or pay any additional amount, under
this Section 3.11(a) to any Lender that is not organized under the laws
of the United States of America or a state thereof if such Lender fails to
comply with the requirements of Section 3.11(b). Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or
any Lender as a result of any such failure. The agreements in this subsection
shall survive for a period of one year the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.


 


(b)           Each Lender that is not
incorporated under the laws of the United States of America or a state thereof
shall:


 


(i)            deliver to the
Borrower and the Administrative Agent two duly completed copies of United
States Internal Revenue Service Form W-8ECI or Form W-8BEN, or successor
applicable form, as the case may be;


 


(ii)           deliver to the Borrower
and the Administrative Agent two further copies of any such form or
certification on or before the date that any such form or certification expires
or becomes obsolete and after the occurrence of any event requiring a change in
the most recent form previously delivered by it to the Borrower; and


 


(iii)          obtain such extensions
of time for filing and complete such forms or certifications as may reasonably
be requested by the Borrower or the Administrative Agent;


 


unless in any such case an event (including any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with respect
to it and such Lender so advises the Borrower and the Administrative Agent. Such
Lender shall certify that it is entitled to an exemption from United States
backup withholding tax. Each Person that shall become a Lender or a Participant
pursuant to Section 10.6 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms and statements required
pursuant to this subsection; provided
that in the case of a Participant such Participant shall furnish all such
required forms and statements to the Lender from which the related
participation shall have been purchased.


 


(c)           If the Administrative
Agent or any Lender determines, in its sole discretion, that it has received a
refund of any Non-Excluded Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal 


 


37

















 


to such refund (but not
more than the indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Non-Excluded Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to the
relevant portion of such refund), provided that the Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender if the Administrative Agent or such Lender is required to repay
such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent or such Lender to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.


 


3.12         Indemnity. The
Borrower agrees to indemnify each Lender and to hold each Lender harmless from
any loss or expense which such Lender may sustain or incur as a consequence of
(a) default by the Borrower in making a borrowing of, conversion into or continuation
of Eurodollar Loans after the Borrower has given a notice requesting the same
in accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so prepaid, borrowed, converted
or continued, for the period from the date of such prepayment or of such
failure to prepay, borrow, convert or continue to the last day of such Interest
Period (or, in the case of a failure to borrow, convert or continue, the
Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Loans provided for herein
(excluding the Applicable Margin included therein, if any) over (ii) the amount
of interest (as reasonably determined by such Lender) which would have accrued
to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market. This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.


 


3.13         Change of Lending
Office. Each Lender agrees that if it makes any demand for payment under Section
3.10 or 3.11(a), or if any adoption or change of the type described
in Section 3.9 shall occur with respect to it, it will use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be unreasonably
disadvantageous to it, as determined in its reasonable sole discretion) to
designate a different lending office if the making of such a designation would
reduce or obviate the need for the Borrower to make payments under Section
3.10 or 3.11(a), or would eliminate or reduce the effect of any
adoption or change described in Section 3.9.


 


3.14         Replacement of Lenders.
(a)  If any Lender (i) makes any demand
for payment under Section 3.10 or 3.11(a), (ii) becomes subject
to an event described in Section 3.9, (iii) does not consent to a
proposed amendment or supplement to, or waiver of or other modification of,
this Agreement that (A) requires the approval of all Lenders (or all affected 


 


38

















 


Lenders) and (B) has been
approved by the Required Lenders, or (iv) is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.6(c)), all of its interests, rights and
obligations under this Agreement and the other Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:


 


(1) 
the Borrower shall have paid to the Administrative Agent the assignment
fee specified in

Section 10.6(e);


 


(2) 
such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.12, calculated as if such Lender’s
Eurodollar Loans were paid in full on the date of such assignment) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);


 


(3)  in
the case of any such assignment resulting from a demand for payment under Section
3.10 or 3.11(a), such assignment will result in a reduction in such
compensation or payments thereafter;


 


(4) 
the Borrower may not require any Lender to make such assignment pursuant
to clause (iii) above unless all other Lenders that did not consent to the
relevant amendment, supplement, waiver or modification are concurrently
required to assign all of their interests, rights and obligations hereunder;
and


 


(5) 
such assignment does not conflict with applicable laws.


 


(b)           A Lender shall not be
required to make any assignment and delegation pursuant to this Section 3.14
if, prior thereto (as a result of a waiver by such Lender or otherwise), the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


 


SECTION 4.  REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Administrative Agent and each Lender that:


 


4.1           Financial Condition.
The Borrower has heretofore furnished to each Lender copies of (i) the audited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at December 31, 2006 and the related audited consolidated statements of income
and of cash flows for the fiscal year ended on such date, audited by
PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at September 30, 2007 and the
related unaudited consolidated statements of income and of cash flows for the
six-month period ended on such date (the “Financial


 


39

















 


Statements”).
The Financial Statements present fairly, in all material respects, the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at December 31, 2006 and September 30, 2007 and present fairly,
in all material respects, the consolidated results of their operations and
their consolidated cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments and the absence
of footnote disclosure). The Financial Statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the period involved. Except as set forth on Schedule
4.1, neither the Borrower nor any consolidated Subsidiary had, at December
31, 2006 or at the date hereof, any material Guarantee Obligation, material
contingent liability or material liability for taxes, or any material long-term
lease or unusual material forward or long-term commitment, including any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto. Except as set
forth on Schedule 4.1, during the period from December 31, 2006 through
the date hereof there has been no sale, transfer or other disposition by the
Borrower or any of its consolidated Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any capital stock of any other Person) material in relation
to the consolidated financial condition of the Borrower and its consolidated Subsidiaries
as of December 31, 2006.


 


4.2           No Change. Since
December 31, 2006, except as set forth in the Financial Statements and except
as set forth on Schedule 4.2, there has been no development or event
which has had or could have a Material Adverse Effect.


 


4.3           Corporate Existence;
Compliance with Law. Each of the Borrower, each Restricted Subsidiary and
each other Subsidiary Guarantor (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the power and authority, and the legal right, to own and operate its material
properties, to lease the material properties it operates as lessee and to
conduct the businesses in which it is currently engaged, (c) is duly qualified
as a foreign corporation, partnership or limited liability company, as
applicable, and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification except where the failure to be so qualified or in
good standing would not have a Material Adverse Effect and (d) is in compliance
with its certificate of incorporation and by-laws or other similar
organizational or governing documents and with all Requirements of Law  except to the extent that the failure to
comply therewith could not, in the aggregate, have a Material Adverse Effect.


 


4.4           Corporate Power;
Authorization; Enforceable Obligations. Each Loan Party has the corporate
power and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and has taken all necessary corporate action
to authorize the execution, delivery and performance of the Loan Documents to
which it is a party. The Borrower has the corporate power and authority, and
the legal right to borrow hereunder and has taken all necessary corporate
action to authorize such borrowings on the terms and conditions of this
Agreement and any Notes. No consent or authorization of, filing with, notice to
or other act by or in respect of any Governmental Authority or any other Person
is required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of any Loan Documents against
any Loan Party that is a party thereto; provided that the Administrative Agent’s rights under the
Pledge Agreements are subject to the terms and 


 


40

















 


provisions thereof. This
Agreement has been, and each other Loan Document will be when delivered, duly
executed and delivered by each Loan Party that is party thereto. This Agreement
constitutes, and each other Loan Document when delivered will constitute, a
legal, valid and binding obligation of each Loan Party which is a party
thereto, enforceable against such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


4.5           No Legal Bar. The
execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is party, the borrowings hereunder and the use of the
proceeds thereof will not violate any certificate of incorporation and by-laws
or other similar organizational or governing documents, Requirement of Law or
Contractual Obligation applicable to any 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 the properties or revenues of the Borrower or
any Restricted Subsidiary pursuant to any such organizational or governing
document, Requirement of Law or Contractual Obligation, except pursuant to this
Agreement and the other Loan Documents.


 


4.6           No Material
Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower, threatened by or against the Borrower or any Subsidiary or against
any of its or their respective properties or revenues which could reasonably be
expected to have a Material Adverse Effect.


 


4.7           No Default. Neither
the Borrower nor any Subsidiary is in default under or with respect to any of
its Contractual Obligations in any respect which could reasonably be expected
to have a Material Adverse Effect. No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


 


4.8           Ownership of
Property; Liens. Each of the Borrower and each Restricted Subsidiary has
good record and marketable title in fee simple to, or a valid leasehold
interest in, all its material real property, and good title to, or a valid
leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by Section 7.3.


 


4.9           Taxes. Each of
the Borrower and each Subsidiary has filed or caused to be filed all material
tax returns which, to the knowledge of the Borrower, are required to be filed or
has timely filed a request for an extension of such filing and has paid all
taxes shown to be due and payable on said returns or extension requests or on
any assessments made against it or any of its property and, except as set forth
on Schedule 4.9, all other taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority (except, in each case, to the
extent the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on 


 


41

















 


the books of the Borrower
and as to any of which the failure to pay would not have a Material Adverse
Effect).


 


4.10         Federal Regulations.
(a)  None of the Pledged Collateral
consists of “margin stock” (within the meaning of Regulation U). “Margin stock”
(within the meaning of Regulation U) constitutes less than 25% of the value of
those assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale or pledge or any similar restriction hereunder. If requested
by any Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U.


 


(b)           The Borrower is not
subject to regulation under any Federal or State statute or regulation (other
than Regulation X of the FRB) which limits its ability to incur Indebtedness.


 


4.11         ERISA. No
Reportable Event has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. The present value of all accrued benefits under any
Single Employer Plan maintained by the Borrower or any Commonly Controlled
Entity (based on those assumptions used to fund the Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. There are no Multiemployer Plans. Neither the Borrower
nor any Commonly Controlled Entity has had a complete or partial withdrawal
from any Multiemployer Plan.


 


4.12         Investment Company
Act; Investment Advisers Act. (a) 
None of the Borrower, any Restricted Subsidiary or any other Subsidiary
Guarantor is, or after giving effect to any Acquisition will be, an “investment
company” within the meaning of the Investment Company Act.


 


(b)           Each Subsidiary and
each other Investment Firm is, to the extent required thereby, duly registered
as an investment adviser under the Investment Advisers Act, except to the
extent the failure to be so registered could not reasonably be expected to have
a Material Adverse Effect. On the date hereof, the Borrower is not an “investment
adviser” within the meaning of the Investment Advisers Act. Each Fund which is
sponsored by any Subsidiary or other Investment Firm and which is required to
be registered as an “investment company” under the Investment Company Act is
duly registered as such thereunder, except to the extent the failure to be so
registered could not reasonably be expected to have a Material Adverse Effect.


 


(c)           The Borrower is not
required to be registered as a broker-dealer under the Securities Acts (and
each Subsidiary and other Investment Firm required to be so registered is so
duly registered), except to the extent the failure to be so registered could
not reasonably be expected to have a Material Adverse Effect.


 


42

















 


(d)           Each of the Borrower,
each Restricted Subsidiary and each other Investment Firm is duly registered,
licensed or qualified as an investment adviser or broker-dealer in each State
of the United States where the conduct of its business requires such
registration, licensing or qualification and is in compliance in all material
respects with all Federal and State laws requiring such registration, licensing
or qualification, except to the extent the failure to be so registered,
licensed or qualified or to be in such compliance will not have, in the case of
Federal laws, or could not reasonably be expected to have, in the case of State
laws, a Material Adverse Effect.


 


4.13         Subsidiaries and Other
Ownership Interests. The Subsidiaries listed on Schedule 4.13
constitute the only Subsidiaries of the Borrower as at the date hereof. The
Borrower has as at the date hereof, directly or indirectly, an equity or other
ownership interest in each Investment Firm and each other Person listed on Schedule
4.13; and other than as set forth on such schedule, the Borrower has no
such interest, directly or indirectly, in any other Person.


 


4.14         Use of Proceeds. The
proceeds of the (a) Term Loans on the Closing Date shall be used by the
Borrower to repay a portion of the outstanding revolving loans under the
Existing Credit Agreement and to pay fees and expenses incurred in connection
with the execution and delivery of the Loan Documents and thereafter to make
Acquisitions and other investments (including acquisitions of additional
Capital Stock in Subsidiaries and Affiliates of the Borrower) and (b) Revolving
Loans shall be used by the Borrower (i) for working capital, capital
expenditures and other general corporate purposes (including to make payments
on the Zero-Coupon Bonds and any securities exchanged therefor and to make
interest payments in respect of the Feline Prides II Senior Notes), (ii) to
make Acquisitions and other investments (including acquisitions of additional
Capital Stock in Subsidiaries and Affiliates of the Borrower), (iii) to
purchase, repay or redeem any debt or equity of the Borrower or any Subsidiary
so long as such purchase, repayment or redemption is not prohibited by any
other provision of this Agreement and (iv) to pay fees and expenses to be
incurred in connection with the foregoing.


 


4.15         Accuracy and
Completeness of Information. To the best of the Borrower’s knowledge, the
documents furnished and the statements made in writing to the Lenders by or on
behalf of the Borrower in connection with the negotiation, preparation or
execution of this Agreement or any of the other Loan Documents, taken as a
whole, do not contain any untrue statement of fact material to the credit
worthiness of the Borrower or omit to state any such material fact necessary in
order to make the statements contained therein not misleading under the
circumstances in which such statements were made, in either case which has not
been corrected, supplemented or remedied by subsequent documents furnished or
statements made in writing to the Lenders prior to the date hereof.


 


4.16         Pledge Agreements.
The provisions of each Pledge Agreement are effective to create in favor of the
Administrative Agent a legal, valid and enforceable security interest in all
right, title and interest of the Restricted Loan Party that is party thereto in
the collateral covered thereby and all necessary actions have been taken to create
a first priority perfected Lien in such collateral.


 


43

















 


SECTION 5.  CONDITIONS PRECEDENT


 


5.1           Conditions to
Effectiveness. This Agreement shall become effective, and all revolving
loans outstanding under the Existing Credit Agreement shall be deemed to be
Revolving Loans hereunder and subject to the terms and conditions hereof, on
the date on which all of the following conditions precedent have been
satisfied:


 


(a)           Loan Documents. The
Administrative Agent shall have received (i) this Agreement, signed by a duly
authorized officer of the Borrower, (ii) the Borrower Pledge Agreement, signed
by a duly authorized officer of the Borrower, and (iii) the Subsidiary Pledge
Agreement, signed by a duly authorized officer of each Subsidiary party
thereto.


 


(b)           Projections. The
Administrative Agent shall have received a budget of the Borrower and its
Subsidiaries on a consolidated basis, including forecasts prepared by the
management of the Borrower, in form satisfactory to the Administrative Agent of
consolidated balance sheets and statements of income or operations and cash
flows of the Borrower and its Subsidiaries for the immediately following four
(4) fiscal years.


 


(c)           Notes. The
Administrative Agent shall have received, for the account of each Lender that
has requested the same, a Note made by the Borrower conforming to the
requirements of this Agreement, signed by a duly authorized officer of the
Borrower.


 


(d)           Borrower Certificate.
The Administrative Agent shall have received a certificate of the Borrower,
dated the Closing Date, substantially in the form of Exhibit C, with
appropriate insertions and attachments, signed by a Responsible Officer.


 


(e)           Corporate
Proceedings of the Loan Parties. The Administrative Agent shall have
received a copy of resolutions, in form and substance reasonably satisfactory
to the Administrative Agent, of the Board of Directors (or similar governing
body) of the Borrower and each Subsidiary Guarantor authorizing (i) the
execution, delivery and performance of the Loan Documents to which it is a
party, (ii) in the case of the Borrower, the borrowings contemplated hereunder
and (iii) the granting (to the extent applicable) of the Liens created pursuant
to the Pledge Agreements, in each case certified by the Secretary or an
Assistant Secretary of such Loan Party as of the Closing Date, which
certificate shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded.


 


(f)            Incumbency
Certificate. The Administrative Agent shall have received a certificate of
the Borrower and each Subsidiary Guarantor, dated the Closing Date, as to the
incumbency and signatures of the officers of such Loan Party signing any Loan
Document, reasonably satisfactory in form and substance to the Administrative
Agent, signed by the President or any Vice President and the Secretary or any
Assistant Secretary of such Loan Party.


 


(g)           Corporate Documents.
The Administrative Agent shall have received true and complete copies of the
certificate of incorporation and by-laws (or similar organizational documents)
of the Borrower and each Subsidiary Guarantor, certified as of 


 


44

















 


the Closing Date as
complete and correct copies thereof by the Secretary or an Assistant Secretary
of such Loan Party.


 


(h)           Fees. All fees
payable by the Borrower to the Administrative Agent, the Arranger and any
Lender on or prior to the Closing Date pursuant to this Agreement or pursuant
to the Fee Letter shall have been paid in full, in each case in the amounts and
on the dates set forth herein or therein.


 


(i)            Attorney Costs.
The Administrative Agent shall have received evidence of payment by the
Borrower of all Attorney Costs of the Administrative Agent to the extent
invoiced prior to or on the Closing Date,  plus
such additional amounts of Attorney Costs as shall constitute the
Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent).


 


(j)            Legal Opinion. The
Administrative Agent shall have received the legal opinion of Ropes & Gray
LLP, counsel to the Borrower and the other Loan Parties, substantially in the
form of Exhibit D. Such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement as the
Administrative Agent may reasonably require.


 


(k)           Pledged Stock and
other Equity Interests; Transfer Powers. The Administrative Agent shall
have received all certificates representing the shares of Capital Stock pledged
pursuant to the Pledge Agreements, together with an undated transfer power, in
form and substance reasonably satisfactory to the Administrative Agent, for
each such certificate executed in blank by a duly authorized officer of the
pledgor thereof.


 


(l)            Actions to Perfect
Liens. The Administrative Agent shall have received evidence in form and
substance reasonably satisfactory to it that all filings, recordings,
registrations and other actions, including the filing of duly executed
financing statements on form UCC-1, necessary or, in the reasonable opinion of
the Administrative Agent, desirable to perfect the Liens created by the Pledge
Agreements have been completed.


 


(m)          Lien Searches. The
Administrative Agent shall have received the results of a recent search, by a
Person satisfactory to the Administrative Agent, of the Uniform Commercial
Code, judgment and tax lien filings which may have been filed with respect to
personal property of the Borrower and the other Restricted Loan Parties, and
the results of such search shall be reasonably satisfactory to the
Administrative Agent.


 


(n)           Existing Credit
Agreement. The Administrative Agent shall have received evidence reasonably
satisfactory to it that all accrued but unpaid interest and fees payable under
the Existing Credit Agreement have been, or concurrently with the effectiveness
hereof will be, paid in full.


 


(o)           No Default, etc. The
conditions precedent to the making of a Loan set forth in Section 5.2(a)
and (b) shall be satisfied


 


45














 


5.2           Conditions to Each
Loan. The agreement of each Lender to make any Loan (excluding any
repricing or conversion of any then outstanding Loan) is subject to the
satisfaction of the following conditions precedent:


 


(a)           Representations and
Warranties. Each representation and warranty made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date; provided that (i) representations
and warranties made with reference to a specific date shall remain true and
correct as of such date only and (ii) representations and warranties shall not
be required to remain true to the extent changes have resulted from actions
permitted hereunder.


 


(b)           No Default. No
Default shall have occurred and be continuing on such date or after giving
effect to the Loans requested to be made on such date.


 


(c)           Notice of Borrowing.
The Administrative Agent shall have received (i) on the Closing Date, a notice
of borrowing in the form of Exhibit I with respect to the borrowing of
the Initial Term Loans hereunder and (ii) thereafter a notice of borrowing
pursuant to Section 2.2 (or in the case of Swingline Loans, pursuant to Section
2.8).


 


Each borrowing by the Borrower hereunder shall constitute a
representation and warranty by the Borrower as of the date thereof that the
conditions contained in this Section 5.2 have been satisfied.


 


SECTION 6.  AFFIRMATIVE
COVENANTS


 


The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Administrative Agent
hereunder or under any other Loan Document, the Borrower shall and (except in
the case of delivery of financial information, reports and notices) shall cause
each of its Restricted Subsidiaries (and, in the case of Sections 6.3
and 6.4(c) and any other Section that applies to Subsidiaries generally,
each of its Unrestricted Subsidiaries) to:


 


6.1           Financial Statements.
Furnish to the Administrative Agent (which shall promptly furnish to the Lenders):


 


(a)           as soon as available,
but in any event within 90 days after the end of each fiscal year, copies of
the consolidated and consolidating balance sheets of the Borrower and its
Restricted Subsidiaries as at the end of such year and the related consolidated
and consolidating statements of income and consolidated statements of retained
earnings and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year and, in the case of the
consolidated statements only, reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of the
audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing; and


 


(b)           as soon as available,
but in any event not later than 45 days after the end of each of the first
three quarterly periods of each fiscal year, copies of the unaudited
consolidated and consolidating balance sheets of the Borrower and its
Restricted 


 


46

















 


Subsidiaries as at the
end of such quarter and the related unaudited consolidated and consolidating
statements of income and retained earnings and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures for the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments).


 


All such financial statements shall be complete and correct in all
material respects and shall be prepared in reasonable detail and in accordance
with GAAP applied consistently throughout the periods reflected therein and
with prior periods (subject, in the case of interim financial statements, to
year end adjustments and the absence of footnotes).


 


6.2           Certificates; Other
Information. Furnish to the Administrative Agent (which shall promptly
furnish to the Lenders):


 


(a)           concurrently with the
delivery of the financial statements referred to in Section 6.1(a), a
certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default, except as specified in such
certificate;


 


(b)           concurrently with the
delivery of the financial statements referred to in Sections 6.1(a) and (b),
(i) a duly completed Compliance Certificate signed by a Responsible Officer (A)
stating that, to the best of such Responsible 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 (C) describing in reasonable detail any material change in accounting
policies or financial reporting practices by the Borrower or any Restricted
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;


 


(c)           within five days after
the same are filed, copies of all financial statements and reports which the
Borrower may make to, or file with, the Securities and Exchange Commission or
any successor or analogous Governmental Authority;


 


(d)           within five Business
Days after the consummation of any Acquisition of a new Investment Firm for
which more than $150,000,000 in aggregate consideration was paid (including any
non-cash consideration), (A) copies of the most recent audited (and, if later,
or, if audited statements are not available, unaudited) financial statements of
the Investment Firm which is the subject of such Acquisition, (B) copies of the
purchase agreement or other acquisition document (including any Revenue Sharing
Agreement) executed or to be executed by the Borrower or any Restricted
Subsidiary in connection with such Acquisition, (C) an unaudited pro  forma
consolidated balance sheet of the Borrower and its Restricted Subsidiaries as
at a recent date but prepared as though the closing of such Acquisition had
occurred on or prior to such date and related pro  forma
calculations, indicating compliance on a pro  forma basis as at
such date and for the periods then ended with the financial covenants set forth
in Section 7.1 and (D) a copy of 


 


47

















 


the most recent Form ADV,
if any, filed under the Investment Advisers Act in respect to any Investment
Firm which is the subject of such Acquisition;


 


(e)           concurrently with the
delivery of the financial statements referred to in Sections 6.1(a) and (b),
with respect to the consummation of any Acquisition during the most recently
ended fiscal quarter of a new Investment Firm for which more than $50,000,000
but less than $150,000,000 in aggregate consideration was paid (including any
non-cash consideration), (A) copies of the most recent audited (and, if later,
or, if audited statements are not available, unaudited) financial statements of
the Investment Firm which is the subject of such Acquisition, (B) copies of the
purchase agreement or other acquisition document (including any Revenue Sharing
Agreement) executed or to be executed by the Borrower or any Restricted
Subsidiary in connection with such Acquisition, (C) an unaudited pro  forma
consolidated balance sheet of the Borrower and its Restricted Subsidiaries as
at a recent date but prepared as though the closing of such Acquisition had
occurred on or prior to such date and related pro  forma
calculations, indicating compliance on a pro  forma basis as at
such date and for the periods then ended with the financial covenants set forth
in Section 7.1 and (D) a copy of the most recent Form ADV, if any, filed
under the Investment Advisers Act in respect to any Investment Firm which is
the subject of such Acquisition;


 


(f)            concurrently with the
delivery of the financial statements referred to in Sections 6.1(a) and (b),
notice of the consummation of any Acquisition for which less than $50,000,000
in aggregate consideration was paid (including any non-cash consideration);


 


(g)           concurrently with the
delivery of the financial statements referred to in Sections 6.1(a) and (b),
notice of the consummation of any Acquisition of additional Capital Stock of an
existing Investment Firm during the most recently ended fiscal quarter;


 


(h)           on (i) any date on
which Feline Prides II Senior Notes are exchanged for, or refinanced or
replaced by, Indebtedness that meets the requirements of Section 7.2(g)
and (ii) the date on which the Leverage Ratio is measured pursuant to Section
7.1(b)(ii), a Compliance Certificate (which shall include a computation of
the Leverage Ratio as of such date (after giving effect to any such exchange,
refinancing or replacement of Feline Prides II Senior Notes on such date); and


 


(i)            promptly, such
additional financial and other information and documents (including a copy of
any debt instrument, security agreement or other material contract to which the
Borrower or any Subsidiary may be party) as any Lender may, through the
Administrative Agent, from time to time reasonably request.


 


Documents required to be delivered pursuant to Section 6.1(a) or
(b) or Section 6.2(c) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto, on the Borrower’s website on the Internet at the website address
listed on Schedule 10.2; or (ii) on which such 


 


48

















 


documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
a website sponsored by the Administrative Agent); provided that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each
Lender of the posting of any such documents and immediately following such
notification the Borrower shall provide to the Administrative Agent by
electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.2(b) to the Administrative
Agent. Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arranger will make available to the Lenders materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (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 securities of any of the foregoing, and who may be engaged
in investment and other market-related activities with respect to such
securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity
securities that are registered with the Securities and Exchange Commission or
is actively contemplating issuing any such securities (w) all Borrower
Materials that are to be made available to Public Lenders 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,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Arranger and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrower or its securities for purposes of United States Federal and state
securities laws (provided that to the extent such Borrower Materials
constitute information subject to the confidentiality provisions in Section
10.15, they shall be treated as set forth in Section 10.15); (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 and the Arranger 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.”  Notwithstanding
the foregoing, the Borrower shall be under no obligation to mark any Borrower
Materials “PUBLIC.”


 


6.3           Payment of
Obligations. Pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its obligations of
whatever nature (including taxes and other governmental levies), except (i)
where the amount or validity thereof is currently being contested in good faith
by appropriate actions and reserves in conformity with GAAP with respect thereto
have been provided on the books of the Borrower or 


 


49

















 


the applicable
Subsidiary, as the case may be, and (ii) where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


 


6.4           Conduct of Business
and Maintenance of Existence. (a) 
Continue to engage in business of the same general type as now conducted
and purported to be conducted by it and activities reasonably related or
complementary thereto; (b) preserve, renew and keep in full force and effect
its corporate existence and take all reasonable action to maintain all rights,
registrations, licenses, privileges and franchises necessary or desirable in
the normal conduct of its business (including all such registrations under the
Investment Advisers Act and all material investment advisory agreements,
distribution agreements and shareholding and other administrative servicing
contracts), except, in the case of this clause (b), (i) as otherwise
permitted by Section 7.4 and (ii) for failures that individually
and in the aggregate could not reasonably be expected to have a Material
Adverse Effect; and (c) comply, and to the extent reasonably within its
control, cause each Investment Firm and Fund (which is sponsored by an Investment
Firm) to comply, with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.5           Maintenance of
Property; Insurance. Keep all property useful and necessary in its business
in good working order and condition, except where the failure to do so would
not reasonably be expected to have a Material Adverse Effect; maintain with
financially sound and reputable insurance companies insurance on its property
in at least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar
business, except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect,  and
furnish to the Administrative Agent, upon request, full information as to the
insurance carried.


 


6.6           Inspection of
Property; Books and Records; Discussions. Keep proper books of records and
account in which full, true and correct entries, in all material respects in
conformity with all Requirements of Law and sufficient to permit the
preparation of financial statements in accordance with GAAP, shall be made of
all dealings and transactions in relation to its business and activities,
except, in the case of Requirements of Law, where the failure to do so could
not reasonably be expected to have a Material Adverse Effect; and permit
representatives of the Administrative Agent or any Lender to visit and inspect
any of its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired and
upon at least three days prior notice or such lesser period of time as may be
acceptable to the Borrower or the relevant Restricted Subsidiary, as the case
may be, and to discuss the business, operations, properties and financial and
other condition of the Borrower and its Restricted Subsidiaries with officers
and employees of the Borrower and its Restricted Subsidiaries and with its
independent certified public accountants (provided that with respect to
Restricted Subsidiaries, other than during the existence of a Default, the
Borrower shall have complied with this obligation if it shall have used its
commercially reasonable efforts to cause its Restricted Subsidiaries to allow
the Administrative Agent and/or the applicable Lender pursuant to the foregoing
terms and conditions to visit and inspect the properties of such Restricted
Subsidiaries and examine and make abstracts from any of the books and records
of such Restricted Subsidiaries and to discuss the business, operations,
properties and financial and other 


 


50

















 


condition of such
Restricted Subsidiaries with officers and employees of such Restricted
Subsidiaries and with their independent certified public accountants).


 


6.7           Notices. Promptly
after obtaining knowledge thereof, notify the Administrative Agent and each
Lender of:


 


(a)           the occurrence of any
Default;


 


(b)           any (i) default or
event of default under any Contractual Obligation of the Borrower or any
Subsidiary or (ii) litigation, proceeding or, if known to the Borrower,
investigation which may exist at any time between the Borrower or any
Subsidiary and any Governmental Authority, which in either case, if not cured
or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;


 


(c)           any litigation or
proceeding affecting the Borrower or any Subsidiary or any “affiliated person”
of the Borrower or any Subsidiary within the meaning of the Investment Company
Act in which (i) the amount involved is $7,500,000 or more and not covered by
insurance or (ii) injunctive or similar relief is sought and which, in the case
of this clause (ii), could reasonably be expected to have a Material
Adverse Effect;


 


(d)           the following events,
as soon as possible and in any event within 30 days after the Borrower knows or
has reason to know thereof:  (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, or any withdrawal from, or the termination, Reorganization or Insolvency
of any Multiemployer Plan or (ii) the institution of proceedings or the taking
of any other action by the PBGC or the Borrower or any Commonly Controlled
Entity or any Multiemployer Plan with respect to the withdrawal from, or the
terminating, Reorganization or Insolvency of, any Plan;


 


(e)           any suspension or
termination of the registration of any Subsidiary or other Investment Firm as
an investment adviser under the Investment Advisers Act, or of any registration
as a broker-dealer under the Securities Acts or under any applicable state
statute which is material to the business thereof;


 


(f)            any event which could
reasonably be expected to have a Material Adverse Effect;


 


(g)           any public announcement
by S&P, Fitch or Moody’s of any change in the Debt Rating;


 


(h)           the creation or
acquisition of any new Subsidiary; and


 


(i)            the remarketing and/or
replacement of the Feline Prides II Senior Notes.


 


Each notice pursuant to this Section 6.7 shall be accompanied by
a statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto, if any.


 


51

















 


6.8           Pledges.


 


(a)           At all times, the
Administrative Agent shall have a Lien on, and a pledge of (subject to Sections
6.8(b) and (c)), on behalf of itself and the other Lenders, (i) all
of the equity interests owned by (A) the Borrower and its Restricted
Subsidiaries in each other Subsidiary and in each Investment Firm and (B) each
wholly-owned Restricted Subsidiary in each other Subsidiary and in each
Investment Firm (collectively, a “Specified Equity Interest”) (in each
case, subject to Sections 6.8(b) and (c)), such that the
Borrower and/or the Restricted Subsidiaries and/or entities with respect to
which the Borrower or a Restricted Subsidiary has pledged all of the equity
interests owned by the Borrower or such Restricted Subsidiary constitute not
less than 90% of pro forma Adjusted Consolidated EBITDA, and (ii) all of the
equity interests owned by the Borrower and its Restricted Subsidiaries (subject
to Sections 6.8(b) and (c)) in each entity acquired or created
after the Closing Date if more than 5% of pro forma Adjusted Consolidated
EBITDA is attributable to such entity.


 


(b)           Notwithstanding the
terms contained in Section 6.8(a), (i) neither the Borrower nor any
Restricted Subsidiary shall be required to pledge to the Administrative Agent
more than 65% of the equity interests of any Foreign Subsidiary; (ii) no
Foreign Subsidiary shall be required to pledge any equity interest in any of
its Subsidiaries; and (iii) the Borrower shall not be required to pledge any of
the equity interests in the Capital Trusts.


 


(c)           To comply with
paragraph (a) above, as applicable, the Borrower or such Restricted Subsidiary
shall (i) in the case of any entity that is newly acquired or created after the
Closing Date, promptly after the creation or acquisition thereof, and (ii) in
the case of the acquisition of any incremental equity interests of an entity
that is at the time of the acquisition of such interests already the subject of
a pledge, not later than the delivery of a Compliance Certificate pursuant to Section
6.2(b) following such acquisition, execute and deliver or cause to be
executed and delivered to the Administrative Agent, with a copy to the
Administrative Agent’s counsel, a Pledge Agreement Supplement (which shall be
in form and substance reasonably satisfactory to the Administrative Agent) with
respect to the pledge of such Specified Equity Interest, together with evidence
in form and substance reasonably satisfactory to the Administrative Agent that
all deliveries, filings, recordings, registrations and other actions (including
the delivery of any certificates representing such equity interest, together,
in the case of stock certificates, with an undated transfer power, in form and
substance reasonably satisfactory to the Administrative Agent, for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof, and the filing of duly executed financing statements on form UCC-1)
that are necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect and protect the Liens created by such Pledge Agreement
Supplement have been completed; provided, however that, the Borrower and
the Restricted Subsidiaries shall not be required to deliver such Pledge
Agreement Supplement and such other required documents with respect to any
incremental equity interests newly acquired by such Person in Restricted
Subsidiaries and Investment Firms if such incremental equity interests are
disposed of in a Shareholder Asset Sale within the four (4) consecutive fiscal
quarters after the date such incremental 


 


52

















 


equity interests are
reported in the Compliance Certificate most recently delivered to the
Administrative Agent pursuant to Section 6.2(b).


 


6.9           Subsidiaries and
Guarantees.


 


(a)           As of the Closing Date,
each (i) Subsidiary, (ii) Restricted Subsidiary, (iii) Unrestricted Subsidiary,
and (iv) Subsidiary Guarantor is listed and designated as such on Schedule
6.9.


 


(b)           After the Closing Date,
in the event that any Person becomes a wholly-owned Domestic Subsidiary of the
Borrower (excluding the Capital Trusts and any Unrestricted Subsidiary that is
not directly owned by the Borrower), the Borrower shall promptly (and in any
event within 10 days) cause such Person to (i) become a guarantor by executing
and delivering to the Administrative Agent, with a copy to the Administrative
Agent’s counsel, a counterpart of the Subsidiary Pledge Agreement (in the case
of any such Person that, pursuant to Section 6.8, is also required to
pledge any equity interest owned by such Person) or the Subsidiary Guaranty (in
the case of any Person that is not required to pledge any equity interest
pursuant to Section 6.8) or, in each case, such other document as the
Administrative Agent shall deem appropriate for such purpose; and (ii) deliver
to the Administrative Agent documents of the types referred to in Sections
5.1(e), (f) and (g) and, if requested by the Administrative
Agent, a favorable opinion of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
documentation referred to in clause (i)), all in form, content and scope
reasonably satisfactory to the Administrative Agent.


 


6.10         Post-Closing Covenant.
Within sixty (60) days of the Closing Date (or such later date as may be agreed
to by the Administrative Agent in its sole discretion), each of the Loan
Parties listed on Schedule 6.10 shall deliver to the Administrative
Agent true and complete copies of the certificate of incorporation and by-laws
(or similar organizational documents) of such Loan Party, certified as of a
recent date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of such Loan Party.


 


SECTION 7.  NEGATIVE
COVENANTS


 


The Borrower hereby agrees that, from and after the Closing Date and so
long as the Commitments remain in effect or any amount is owing to any Lender
or the Administrative Agent hereunder or under any other Loan Document, the
Borrower shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly:


 


7.1           Financial Condition
Covenants.


 


(a)           Interest Coverage
Ratio. Permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated
Interest Expense for any Computation Period to be less than 3.00 to 1.00.


 


(b)           Leverage Ratio. Permit
the Leverage Ratio to exceed 3.50 to 1.00 as of (i) the last day of any
Computation Period; or (ii) February 18, 2008 (or, if arrangements 


 


53

















 


have been made to
exchange, refinance or replace any Feline Prides II Senior Notes as of February
18, 2008 but settlement of funds therefor does not occur until after such date,
on the date of such settlement (but not later than February 22, 2008)).


 


7.2           Limitation on Debt.
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)           Indebtedness under this
Agreement and the other Loan Documents;


 


(b)           Indebtedness of any
Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary;


 


(c)           Indebtedness of any
Restricted Subsidiary incurred to finance its working capital (or the working
capital of any of its Subsidiaries that are Restricted Subsidiaries), in an
aggregate principal amount not exceeding as to any Restricted Subsidiary
$25,000,000 at any time outstanding;


 


(d)           Indebtedness of the
Borrower and its Restricted Subsidiaries incurred to finance its acquisition of
fixed or capital assets (whether pursuant to a deferred purchase arrangement
with a vendor, a loan, a Financing Lease or otherwise) in an aggregate
principal amount not exceeding $25,000,000 at any time outstanding;


 


(e)           Indebtedness of a
Person which becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness
existed at the time such Person became a Restricted Subsidiary and was not
created in anticipation thereof and (ii) immediately after such Person becomes
a Restricted Subsidiary, no Default shall have occurred and be continuing;


 


(f)            Subordinated Indebtedness;


 


(g)           Indebtedness of the
Borrower and its Restricted Subsidiaries existing on the date hereof and
described on Schedule 7.2(g), and any Indebtedness exchanged for, or
refinancing or replacing, any such scheduled Indebtedness that (i) has economic
terms, as of the date of issuance, consistent with market terms for a similarly
creditworthy issuer and (ii) has other terms, as a whole, not more onerous to
the Borrower or the relevant Restricted Subsidiary than the applicable
scheduled Indebtedness, provided that no Indebtedness directly or
indirectly exchanged for, or refinancing or replacing, Feline Prides II Senior
Notes (“FP Replacement Debt”) shall have any scheduled amortization
prior to February 17, 2010;


 


(h)           Indebtedness of the
type described in clause (g) of the definition of Indebtedness incurred
by the Borrower or any Restricted Subsidiary in the ordinary course of business
with reputable financial institutions and not for speculative purposes;


 


(i)            Indebtedness in the
nature of deferred compensation to employees;


 


(j)            Indebtedness of any
Restricted Subsidiary in an aggregate principal amount not exceeding
$50,000,000 at any time outstanding; provided that the sum of all 


 


54

















 


Indebtedness of all Restricted
Subsidiaries under this Section 7.2(j) shall not exceed $50,000,000 at
any time outstanding;


 


(k)           unsecured Indebtedness
of the Borrower owing to any Restricted Subsidiary;


 


(l)            unsecured Indebtedness
of any Restricted Subsidiary or the Borrower owing to any Unrestricted
Subsidiary in an aggregate amount not to exceed $5,000,000;


 


(m)          Guarantee Obligations in
respect of Indebtedness otherwise permitted under this Section 7.2; and


 


(n)           (i) senior unsecured
notes, bonds, debentures or similar instruments of the Borrower, including
Zero-Coupon Bonds and COBRAs (but, for the avoidance of doubt, excluding any
Indebtedness described in clause (g) above) and (ii) subordinated
unsecured Indebtedness; provided that the sum of all Indebtedness under
this Section 7.2(n) shall not exceed at any time $750,000,000 in the
aggregate; provided further that such instruments shall not be
guaranteed by any Person that is not a Loan Party.


 


Notwithstanding the foregoing, the Borrower shall not permit any Feline
Prides II Senior Notes, or any FP Replacement Debt that has any scheduled
amortization prior to May 10, 2012, to be outstanding at any time after
November 17, 2009 unless, at such time, (i) the sum of all cash and Cash
Equivalents of the Restricted Loan Parties plus all unused availability
hereunder exceeds the aggregate principal amount of all such Feline Prides II
Senior Notes and all such FP Replacement Debt and (ii) the prepayment in full
of all such Feline Prides II Senior Notes and all such FR Replacement Debt
would be permitted under Section 7.8.


 


7.3           Limitation on Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, except for:


 


(a)           Liens for taxes,
assessments and other governmental charges not yet due or which are being
contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are
maintained on the books of the Borrower or the applicable Restricted
Subsidiary, as the case may be, in conformity with GAAP;


 


(b)           carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other like Liens arising in the
ordinary course of business which are not overdue for a period of more than 60
days or which are being contested in good faith by appropriate proceedings;


 


(c)           pledges or deposits in
connection with workers’ compensation, unemployment insurance and other social
security legislation;


 


(d)           deposits to secure the
performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;


 


55

















 


(e)           easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business which, in the aggregate, are not substantial in
amount and which do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of the Borrower or such Restricted Subsidiary;


 


(f)            Liens securing
Indebtedness of the Borrower or any Restricted Subsidiary permitted by (i) Section
7.2(d) incurred to finance the acquisition of fixed or capital assets; provided that (w) such Liens
shall be created substantially simultaneously with the acquisition of such
fixed or capital assets, (x) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness, (y) the amount
of Indebtedness secured thereby is not increased and (z) the principal amount
of Indebtedness secured by such Lien shall at no time exceed the purchase price
of such property and (ii) Section 7.2(j) incurred to finance working
capital;


 


(g)           Liens on the property
or assets of a Person which becomes a Restricted Subsidiary after the date
hereof securing Indebtedness permitted by Section 7.2(e); provided that (i) such Liens
existed at the time such Person became a Restricted Subsidiary and were not created
in anticipation thereof, (ii) any such Lien is not spread to cover any property
or assets of such Person after the time such Person becomes a Restricted
Subsidiary, and (iii) the amount of Indebtedness secured thereby is not
increased;


 


(h)           Liens arising by reason
of any judgment, decree or order of any court or other Governmental Authority,
(i) if appropriate legal proceedings which have been initiated for the review
of such judgment, decree or order are being diligently prosecuted and shall not
have been finally terminated or the period within which such proceedings may be
initiated shall not have expired or (ii) if such judgment, decree or order
shall have been discharged within 45 days of the entry thereof or execution
thereof has been stayed pending appeal;


 


(i)            Liens created pursuant
to the Pledge Agreements; and


 


(j)            Liens existing, or
provided for under arrangements existing, as of the date hereof as described on
Schedule 7.3(j).


 


7.4           Limitation on
Fundamental Changes. Enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property, business or assets (each a “disposition”),
or make any material change in its present method of conducting business,
unless (a) with respect to a merger, consolidation or amalgamation of a
Restricted Subsidiary, if prior to such event the Borrower owned in excess of a
50% ownership interest, then after such event the Borrower shall (i) own in
excess of a 50% ownership interest in,
or (ii) be the managing member or general partner (or a Person with similar
rights and obligations) of (whether directly or through a wholly-owned
Restricted Subsidiary), or (iii) have no ownership interest in, the
surviving Person of such merger, consolidation or amalgamation, (b) with
respect to the liquidation, winding up or dissolution of a 


 


56

















 


direct or indirect Restricted
Subsidiary, the assets of such Person shall have been transferred to the
Borrower or another Restricted Loan Party and the other shareholders, partners
or members of such Restricted Subsidiary, and (c) with respect to any
disposition described above, the Net Proceeds thereof shall have been applied
as set forth in Section 3.2 to the extent required.


 


7.5           Limitation on Sale
of Assets. Convey, sell, lease, assign, transfer or otherwise dispose
(including in connection with sale leaseback transactions) of any of its
property, business or assets (including receivables and leasehold interests),
whether now owned or hereafter acquired, or, in the case of any Restricted
Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital
Stock to any Person other than the Borrower or a wholly-owned Restricted
Subsidiary, except:


 


(a)           the sale or other
disposition of property in the ordinary course of business;


 


(b)           the sale or discount
without recourse of accounts receivable arising in the ordinary course of
business in connection with the compromise or collection thereof;


 


(c)           any Shareholder Asset
Sale; provided that the
Borrower shall comply with the terms of Section 3.2;


 


(d)           the sale or other
disposition of (i) all or substantially all the Capital Stock of a Subsidiary
or an Investment Firm (including both Capital Stock held by the Borrower and
its Restricted Subsidiaries and by the other holders of Capital Stock of such
Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a
Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section
3.2; and


 


(e)           the sale of assets at
fair value, as determined in good faith by the Borrower’s Board of Directors,
so long as no Default exists or would result therefrom, the Borrower is in
compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount of
all outstanding non-cash consideration (excluding Cash Equivalents and readily
marketable public securities) received by the Borrower and its Restricted
Subsidiaries pursuant to all such sales does not at any time exceed
$35,000,000.


 


7.6           Intentionally
Omitted.


 


7.7           Limitation on
Transactions with Affiliates. Except as described on Schedule 7.7
and as otherwise expressly permitted under this Agreement, enter into any
transaction, including any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate (other than the Borrower or a
Restricted Subsidiary) unless such transaction is (a) otherwise expressly
permitted under this Agreement or (b) upon fair and reasonable terms no less
favorable to the Borrower or such Restricted Subsidiary, as the case may be,
than it would obtain in a comparable arm’s length transaction with a Person
which is not an Affiliate; provided
that the following transactions shall be permitted under this Section 7.7:
(i) providing office space and administrative services to Investment Firms and
Unrestricted Subsidiaries, (ii) providing other business services to Investment
Firms and Unrestricted Subsidiaries in the ordinary course of business and
(iii) transactions among the Borrower or any 


 


57

















 


Restricted Subsidiary or
any officer, director, individual stockholder, partner or member (or an entity
wholly owned by such an individual) and any Fund or other Investment Company
sponsored by the Borrower or any Restricted Subsidiary or for which the
Borrower or any Restricted Subsidiary provides advisory, administrative,
supervisory, management, consulting or similar services, that are otherwise
permissible under the Investment Company Act, the Investment Advisers Act and
the applicable management contracts.


 


7.8           Limitation on
Certain Payments. Make (a) any payment of dividends, stock repurchases or
redemptions or other distributions to shareholders of the Borrower, (b) any
payment of principal of or interest on any subordinated debt (other than
Indebtedness permitted pursuant to Section 7.2(k)), or (c) any prepayment,
early redemption, repurchase prior to maturity or other acquisition or
defeasance of any other Indebtedness (other than a prepayment, redemption or
repurchase arising in connection with (i) the refinancing of such Indebtedness
permitted pursuant to Section 7.2(g) and (ii) a conversion of such
Indebtedness to equity securities) if, in any such case, the pro forma Leverage Ratio after giving effect
to the relevant payment or other transaction described above would be greater
than (i) if the Borrower’s Debt Rating is BBB- (or the equivalent) or higher,
3.0 to 1.00; or (ii) otherwise 2.50 to 1.00.


 


7.9           Limitation on
Changes in Fiscal Year. Permit any fiscal year to end on a day other than
December 31.


 


7.10         Limitations on
Investments in Unrestricted Subsidiaries. Make any loan, advance or other
extension of credit to, or any other investment in, an Unrestricted Subsidiary;
provided that the Borrower may make loans, advances and other extensions
of credit to, and other investments in, Unrestricted Subsidiaries so long as no
Event of Default exists or would result therefrom.


 


7.11         Limitation on
Investments by Unrestricted Subsidiaries. Permit any Unrestricted
Subsidiary to have any ownership interest in the Borrower or any Restricted
Subsidiary.


 


SECTION 8.  EVENTS
OF DEFAULT


 


8.1           Events of Default.
If any of the following events shall occur and be continuing:


 


(a)           The Borrower shall fail
to pay any principal of any Loan when due in accordance with the terms hereof;
or the Borrower shall fail to pay any interest on any Loan, or any other amount
payable hereunder, within five days after any such interest or other amount
becomes due in accordance with the terms hereof; or


 


(b)           Any representation or
warranty made or deemed made by the Borrower or any other Loan Party herein or
in any other Loan Document or which is contained in any certificate, document
or financial or other statement furnished by it at any time under or in
connection with this Agreement or any such other Loan Document shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made; or


 


58

















 


(c)           The Borrower or any
other Loan Party shall default in the observance or performance of any
agreement contained in (i) Section 6.4, 6.7(a), 6.8 or 6.9
or Section 7 and, if such default is by a Loan Party other than the
Borrower, such default shall continue unremedied for a period of 10 days after
an officer of the Borrower obtains knowledge thereof; or (ii) Section 5 of either
Pledge Agreement; or


 


(d)           The Borrower or any
other Loan Party shall default in the observance or performance of any other
agreement contained herein or in any other Loan Document (other than as
provided in subsections (a) and (c) of this Section), and such
default shall continue unremedied for a period of 30 days after an officer of
the Borrower obtains knowledge thereof; or


 


(e)           Any default shall occur
under the terms applicable to any Indebtedness or Guarantee Obligation
(excluding, in each case, the Loans) of the Borrower or any Subsidiary
(excluding Indebtedness of any Unrestricted Subsidiary for which neither the
Borrower nor any Restricted Subsidiary has any liability) in an aggregate
principal amount (for all Indebtedness and Guarantee Obligations so affected)
exceeding $15,000,000 and such default (i) results from the failure to pay any
principal of or interest on such Indebtedness or Guarantee Obligation when due
(subject to any applicable grace period, but not exceeding 30 days) or (ii)
causes, or permits the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or such Guarantee Obligation to become payable; or


 


(f)            (i)  The Borrower or any Restricted Subsidiary
shall commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or the Borrower or any Restricted Subsidiary shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Borrower or any Restricted Subsidiary any case,
proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such adjudication
or appointment or (B) remains undismissed, undischarged or unbonded for a
period of 60 days; or (iii) there shall be commenced against the Borrower or
any Restricted Subsidiary, any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
the Borrower or any Restricted Subsidiary shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (i), (ii) or (iii) above; or (v)
the Borrower or any Restricted Subsidiary shall 


 


59

















 


generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or


 


(g)           (i)  Any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan maintained by the Borrower or any Commonly Controlled
Entity, (ii) any “accumulated funding deficiency” (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of the
Required Lenders, likely to result in the termination of such Plan for purposes
of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled
Entity shall, or in the reasonable opinion of the Required Lenders is likely
to, incur any liability in connection with a withdrawal from, or the Insolvency
or Reorganization of, a Multiemployer Plan or (vi) any other event or condition
shall occur or exist, with respect to a Plan; and in each case in clauses
(i) through (vi) above, such event or condition, together with all
other such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or


 


(h)           One or more judgments
or decrees shall be entered against the Borrower or any Restricted Subsidiary
involving in the aggregate a liability (not paid or fully covered by insurance
or indemnification) of $15,000,000 or more, and all such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof; or


 


(i)            (i)  Any Loan Document shall cease, for any
reason, to be in full force and effect, or any Loan Party that is a party
thereto shall so assert, (ii) any Loan Party shall contest in any manner the
validity or enforceability of any Loan Document or (iii) the Lien created by
any of the Pledge Agreements shall cease to be enforceable and of the same
effect and priority purported to be created thereby; or


 


(j)            A Change of Control
shall have occurred;


 


then, and in
any such event, (A) if such event is an Event of Default specified in Section
8(f) with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement shall immediately become due
and payable, and (B) if such event is any other Event of Default, either or
both of the following actions may be taken: 
(i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement to be due and payable forthwith,
whereupon the same shall immediately become due and payable. 


 


60

















 


Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.


 


8.2           Application
of Funds. After the exercise of remedies provided for in Section 8.1
(or after the Loans have automatically become immediately due and payable), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:


 


(a)           First, to
payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including all Attorney Costs and amounts payable
under Article III) payable to the Administrative Agent in its capacity
as such;


 


(b)           Second, to
payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and interest and amounts in respect of
Hedge Agreements) payable to the Lenders (including all Attorney Costs and
amounts payable under Article III), ratably among them in proportion to
the respective amounts described in this clause Second payable to them;


 


(c)           Third, to
payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans and other Obligations, ratably among the Lenders in
proportion to the respective amounts described in this clause Third
payable to them;


 


(d)           Fourth, to
payment of that portion of the Obligations constituting unpaid principal of the
Loans, all amounts owing under Hedge Agreements and all other Obligations,
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by them;


 


(e)           Last, the
balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by law.


 


SECTION 9.  THE
ADMINISTRATIVE AGENT


 


9.1           Appointment and
Authorization. Each Lender hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto. The provisions of this Article are solely
for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any Subsidiary shall
have rights as a third party beneficiary of any such provision (provided that
the Borrower shall have the rights granted to the Borrower pursuant to Section
9.6).


 


9.2           Rights as a Lender.
The Person serving as the Administrative 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 the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial 


 


61

















 


advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


 


9.3           Exculpatory
Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Administrative
Agent:


 


(a)           shall not be subject to
any fiduciary or other implied duty, regardless of whether a Default has
occurred and is continuing;


 


(b)           shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable law; and


 


(c)           shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as the Administrative Agent or any of its
Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary under the
circumstances) or (ii) in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower or a Lender.


 


The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
covenant, agreement or other term or condition set forth herein or therein or
the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other
agreement or document or (v) the satisfaction of any condition set forth in Section
5 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


9.4           Reliance by Administrative
Agent. The Administrative 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 (including any
electronic 


 


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message, Internet or
intranet website posting or other distribution) believed in good faith by it to
be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent shall have received notice to the contrary from such
Lender prior to the making of such Loan. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


9.5           Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative 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 Administrative Agent.


 


9.6           Resignation of
Administrative Agent. The Administrative Agent may at any time give notice
of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided
that if the Administrative Agent shall notify the Borrower and the Lenders that
no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders under any
Loan Document, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is
appointed) and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder and under the other Loan Documents (if not already discharged
therefrom as provided above). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those 


 


63

















 


payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 10.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any action taken
or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.


 


Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as Swingline Lender. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Swingline Lender, and (b) the retiring
Swingline Lender shall be discharged from all of its duties and obligations as
such hereunder and under the other Loan Documents.


 


9.7           Non-Reliance on
Administrative Agent and Other Lenders. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties 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 Administrative Agent or any
other Lender or any of their Related Parties 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, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.


 


9.8           Administrative Agent
May File Proofs of Claim. In the 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 (irrespective of whether the principal of any Loan shall
then be due and payable and whether the Administrative 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 principal and interest owing and unpaid in
respect of the Loans and all other obligations of any Loan Party that are owing
and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent
hereunder) 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 the Administrative Agent and, if the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for the 


 


64

















 


reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amount due the Administrative Agent
under Section 2.4 or 10.5.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the
obligations of the Borrower hereunder or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.


 


9.9           Collateral and
Guaranty Matters. The Lenders irrevocably authorize the Administrative
Agent, at its option and in its discretion,


 


(a)           to release any Lien on
any property granted to or held by the Administrative Agent under any Loan
Document (i) upon termination of the Commitments and payment in full of the
Loans and all other obligations under the Loan Documents (other than contingent
indemnification obligations), (ii) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document
or (iii) if approved, authorized or ratified in writing by the Supermajority
Lenders or, if required by Section 10.1, all Lenders; and


 


(b)           to release any
guarantor from its obligations under any guarantee if such Person ceases to be
a wholly-owned Restricted Subsidiary or a first tier wholly-owned Unrestricted
Subsidiary as a result of a transaction permitted hereunder.


 


Upon request
by the Administrative Agent at any time, the Supermajority Lenders will confirm
in writing the Administrative Agent’s authority to release any guarantor from
its obligations under any guarantee pursuant to this Section 9.9. The
Administrative Agent will use commercially reasonable efforts to notify the
Lenders of any release of a Lien pursuant to Section 9.9(a)(ii) or
release of a guarantor pursuant to Section 9.9(b).


 


9.10         Other Agents; Arranger
and Managers. None of the Lenders or other Persons identified on the cover
page or signature pages of this Agreement, or elsewhere herein, as a “co-syndication
agent,” “co-documentation agent,” “co-agent,” “book manager,” “arranger” or “lead
arranger” shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, in the case of a Person that is a Lender,
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. Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.


 


SECTION 10.  MISCELLANEOUS


 


10.1         Amendments and Waivers.
(a)  Neither this Agreement nor any other
Loan Document, nor any terms hereof or thereof, may be amended, supplemented or
modified except in accordance with the provisions of this Section 10.1. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to 


 


65

















 


time, (x) enter into with
the Borrower written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Borrower or other relevant Loan Party hereunder or thereunder or (y)
waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Loan Documents or any
Default and its consequences; provided
that no such waiver and no such amendment, supplement or modification shall (i)
reduce the amount or extend the scheduled date of final maturity of any Loan,
or reduce the stated rate of any interest or fee payable hereunder, or reduce
the amount or extend the scheduled date of any payment of principal, interest,
fees or other amounts due to the Lenders or any scheduled reduction of any
Facility hereunder or increase the amount or extend the expiration date of any
Lender’s Commitment or change the application of any mandatory prepayment of
Loans among the Facilities from the application thereof set forth in Section
3.2(c) or Section 8.2, in each case without the consent of each
Lender directly affected thereby, or (ii) amend, modify or waive any provision
of this Section 10.1 or reduce the percentage specified in the
definition of Required Lenders or change any other provision specifying the
number or percentage of Lenders required to amend, waive or otherwise modify
any rights hereunder or under any other Loan Document or make any determination
or grant any consent hereunder or thereunder without the consent of all Lenders
or such lower percentage of Lenders as is specified as being required to amend,
waive or otherwise modify any rights hereunder or under any other Loan Document
or make any determination or grant any consent hereunder or thereunder, or
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents or release all or
substantially all of the Pledged Collateral or release any Loan Party from its
guarantee, in each case without the written consent of all the Lenders, or
(iii) amend, modify or waive any provision of Section 10.7 without the
written consent of all of the Lenders, or (iv) amend, modify or waive any
provision of Section 9 without the written consent of the then
Administrative Agent; provided, further, that no amendment,
waiver or consent shall, unless in writing and signed by the Swingline Lender
in addition to the Lenders required above, affect the rights or duties of the
Swingline Lender under this Agreement. Subject to the provisos in the prior
sentence, any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former positions and rights hereunder
and under the other Loan Documents, and any Default waived shall be deemed to
be cured and not continuing; no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


 


(b)           In addition to
amendments effected pursuant to the foregoing paragraph (a), this
Agreement shall be amended to include a prospective Lender as a party hereto
upon the execution and delivery of a Joinder Agreement as contemplated in Section
2.3(a).


 


10.2         Notices. (a)  Unless otherwise expressly provided herein,
all notices, requests and demands to or upon the respective parties hereto to
be effective shall be in writing (including by facsimile transmission and,
subject to clause (c) below, electronic mail transmission), and, unless
otherwise expressly provided herein, shall be deemed to have been 


 


66

















 


duly given or made when
delivered, or five days after being deposited in the mail, postage prepaid, or,
in the case of facsimile, when received with electronic confirmation of
receipt, addressed (i) if to the Borrower, the Administrative Agent or the
Swingline Lender, to the address, facsimile number, electronic mail address or
telephone number specified for such Person on Schedule 10.2, (ii) if to
any other Lender, as set forth in its Administrative Questionnaire, and (iii)
in the case of any party to this Agreement, to such other address as such party
may designate by notice to the other parties hereto. Notwithstanding the
foregoing, any notice, request or demand to or upon the Administrative Agent or
the Lenders pursuant to Section 2.2, 2.5, 2.8, 3.1,
3.3 or 3.8 shall not be effective until received.


 


(b)           The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices (including
telephonic notices of requests for Swingline Loans) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms of any telephonic notice, as
understood by the recipient, varied from any confirmation thereof. The Borrower
shall indemnify the Administrative Agent, the Lenders and each of their
respective Related Parties from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower. All telephonic notices to and other
communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


(c)           Electronic mail and
Internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided
in Section 6.2, and to distribute Loan Documents for execution by the
parties thereto and may not be used for any other purpose.


 


(d)           The Platform. THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY
OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any
liability to the Borrower, any Lender or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided,
that in no event shall any Agent Party have any liability to the Borrower, 


 


67

















 


any Lender or any other
Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).


 


(e)           Each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference to Borrower Materials that
are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state
securities laws.


 


10.3         No Waiver; Cumulative
Remedies. No failure to exercise and no delay in exercising, on the part of
the Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


 


10.4         Survival of
Representations and Warranties. All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans hereunder
through the Termination Date.


 


10.5         Expenses; Indemnity;
Waiver of Damages.


 


(a)           The Borrower agrees to
pay (i) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Related Parties (including Attorney Costs), in
connection with the syndication of the credit facility provided for herein, the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents and any amendment, modification or
waiver of any provision hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), and (ii)  all reasonable out-of-pocket expenses
incurred by the Administrative Agent or any Lender (including Attorney Costs of
the Administrative Agent or any Lender) in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection
with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.


 


(b)           The Borrower agrees to
indemnify the Administrative Agent (and any sub-agent thereof) and each Lender,
and each Related Party of any of the foregoing Persons (each such Person, an “Indemnitee”),
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including Attorney 


 


68

















 


Costs) incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the transactions contemplated hereby or thereby, (ii)
any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Borrower or any Subsidiary, or any Environmental
Liability related in any way to the Borrower or any Subsidiary, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any other Loan Party,
and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by the Borrower or any other
Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrower or such
Loan Party has obtained a final and nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction.


 


(c)           Reimbursement by
Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b)
above to be paid by it to the Administrative Agent (or any sub-agent thereof)
or any of its Related Parties, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent) or such Related Party, as the case
may be, such Lender’s Commitment Percentage as set forth in the last column on Schedule
I (determined as of the time that the applicable unreimbursed expense or
indemnity payment 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 Administrative
Agent (or any such sub-agent) in its capacity as such or against such Related
Party acting for the Administrative Agent (or any such sub-agent) in connection
with such capacity.


 


(d)           Consequential
Damages, Etc. To the fullest extent permitted by applicable law, the
Borrower agrees that it will not assert, and hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect,
consequential, exemplary or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof. No Indemnitee shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.


 


69

















 


(e)           Payments. All
amounts payable under this Section 10.5 shall be due not later than ten
Business Days after demand therefor.


 


(f)            Survival. The
agreements in this Section 10.5 shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all other
obligations hereunder.


 


10.6         Successors and
Assigns; Participations and Assignments. (a)  This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Lenders, the Administrative Agent and
their respective successors and assigns, except that the Borrower may not assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.


 


(b)           Any Lender may, in the
ordinary course of its commercial banking business and in accordance with
applicable law, at any time sell to one or more banks or other entities (“Participants”)
participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder and under the other
Loan Documents. In the event of any such sale by a Lender of a participating
interest to a Participant, such Lender’s obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain
the holder of any such Loan for all purposes under this Agreement and the other
Loan Documents, and the Borrower and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and the other Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement, except as to those matters listed in the first proviso in Section
10.1(a). The Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement; provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 10.7(a)
as fully as if it were a Lender hereunder. The Borrower also agrees that each
Participant shall be entitled to the benefits of Sections 3.10, 3.11
and 3.12 with respect to its participation in the Commitments and the
Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section
3.11, such Participant shall have complied with the requirements of said
Section and provided, further, that no Participant
shall be entitled to receive any greater amount pursuant to any such Section
than the transferor Lender would have been entitled to receive in respect of
the amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred.


 


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(c)           Any Lender may, in the
ordinary course of its commercial banking business and in accordance with
applicable law, at any time and from time to time assign to any Lender or any
affiliate thereof or, with the consent of each of the Administrative Agent and,
so long as no Event of Default has been continuing for a period of 30 or more
consecutive days, the Borrower (which in each case shall not be unreasonably
withheld or delayed), to an additional bank or financial institution (an “Assignee”)
all or any part of its rights and obligations under this Agreement and the
other Loan Documents pursuant to an Assignment and Assumption, substantially in
the form of Exhibit E, executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or an Affiliate
thereof, by the Administrative Agent and the Borrower) and delivered to the
Administrative Agent for its acceptance and recording in the Register; provided that, in the case of any
such assignment to an additional bank or financial institution (other than an
assignment of all the assigning Lender’s rights and obligations with respect to
such assigning Lender’s Commitments and/or Term Loans), the sum of the aggregate
principal amount of the Loans and the aggregate amount of the unused
Commitments, as applicable, being assigned and, if such assignment is of less
than all of the rights and obligations of the assigning Lender, the sum of the
aggregate principal amount of the Loans and the aggregate amount of the unused
Commitments, as applicable, remaining with the assigning Lender are each not
less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower
and the Administrative Agent). Upon such execution, delivery, acceptance and
recording pursuant to clause (e) below, from and after the effective
date determined pursuant to such Assignment and Assumption, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such Assignment
and Assumption, have (in addition to any such rights and obligations preferably
held by it) the rights and obligations of a Lender hereunder with a Commitment
as set forth therein, and (y) the assigning Lender thereunder shall, to the
extent provided in such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such assigning Lender shall cease
to be a party hereto).


 


(d)           The Administrative
Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitments of,
and principal amounts of the Loans owing to, each Lender from time to time. The
Borrower, the Administrative Agent and the Lenders may (and, in the case of any
Loan or other obligation hereunder not evidenced by a Note, shall) treat each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement
and the other Loan Documents, notwithstanding any notice to the contrary. Any
assignment of any Loan or other obligation hereunder not evidenced by a Note
shall be effective only upon appropriate entries with respect thereto being
made in the Register. The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.


 


(e)           Upon its receipt of an
Assignment and Assumption executed by an assigning Lender and an Assignee (and,
in the case of an Assignee that is not then a 


 


71

















 


Lender or an Affiliate
thereof, by the Administrative Agent and the Borrower, if required) together
with payment by the Lenders party thereto to the Administrative Agent of a
registration and processing fee of $3,500 (which fee the Administrative Agent
may waive in its sole and complete discretion), the Administrative Agent shall
(i) promptly accept such Assignment and Assumption and (ii) on the effective
date determined pursuant thereto record the information contained therein in
the Register and give notice of such acceptance and recordation to the Lenders
and the Borrower.


 


(f)            The Borrower
authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”)
and any prospective Transferee approved by the Borrower (which approval shall
not be required if an Event of Default has been continuing for a period of 30
or more consecutive days), which approval, if required, shall not be
unreasonably withheld or delayed, subject to the provisions of Section 10.15,
any and all financial information in such Lender’s possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of the Borrower in connection with such Lender’s
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement; provided
that prior to such disclosure each such prospective Transferee shall have
executed a confidentiality agreement substantially in the form of Exhibit F.


 


(g)           For avoidance of doubt,
the parties to this Agreement acknowledge that the provisions of this Section
concerning assignments of Loans and Notes relate only to absolute assignments
and that such provisions do not prohibit assignments creating security
interests, including any pledge or assignment by a Lender of any Loan or Note
to any Federal Reserve Bank in accordance with applicable law.


 


10.7         Adjustments; Set-off.
(a)  If any Lender (a “benefited Lender”)
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set–off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than
any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender’s Loans, or interest thereon, such benefited
Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender’s Loan, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or any
portion of such excess payment or benefits is thereafter recovered from such benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.


 


(b)           In addition to any
rights and remedies of the Lenders provided by law, each Lender shall have the
right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise) to set-off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in 


 


72

















 


any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. 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.


 


10.8         Counterparts. This
Agreement may be executed by one or more of the parties to this Agreement 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 Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.


 


10.9         Severability. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating 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.


 


10.10       Integration. This
Agreement and the other Loan Documents represent the agreement of the Borrower,
the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Loan Documents.


 


10.11       GOVERNING
LAW. THIS AGREEMENT 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.


 


10.12       Submission To
Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:


 


(a)           submits for itself and
its property in any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;


 


(b)           consents that any such
action or proceeding may be brought in (or removed to) such courts and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially 


 


73

















 


similar form of mail),
postage prepaid, to the Borrower at its address determined pursuant to Section
10.2(a) or at such other address of which the Administrative Agent shall
have been notified pursuant thereto;


 


(d)           agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and


 


(e)           waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any
legal action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.


 


10.13       Acknowledgements. The
Borrower hereby acknowledges that:


 


(a)           it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents;


 


(b)           none of the Arranger,
the Administrative Agent or any Lender has any fiduciary relationship with or
duty to the Borrower arising out of or in connection with this Agreement or any
other Loan Document, and the relationship between the Arranger, the
Administrative Agent and the Lenders, on one hand, and the Borrower, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and


 


(c)           no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of
the transactions contemplated hereby among the Lenders or among the Borrower
and the Lenders.


 


Without
limiting the foregoing provisions of this Section 10.13, the Borrower
acknowledges that (i) it is capable of evaluating and understanding, and
understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) in connection with
the process leading to such transactions, the Arranger and the Administrative
Agent is and has been acting solely as a principal and is not a financial
advisor, an agent or a fiduciary for the Borrower or any of its Affiliates;
(iii) neither the Arranger nor the Administrative Agent has assumed or will
assume an advisory, agency or fiduciary responsibility to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby
(regardless of whether any Agent Party has advised or is currently advising the
Borrower or any of its Affiliates on any other matter); (iv) neither the
Arranger nor the Administrative Agent has any obligation to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby except
as expressly set forth herein or in another Loan Document; (v) the Agent
Parties may be engaged in a broad range of transactions that involve interests
that differ from those of the Borrower and its Affiliates, and no Agent Party
has any obligation to disclose any of such interests by virtue of any advisory,
agency or fiduciary relationship; and (vi) neither the Arranger nor the
Administrative Agent has provided or will provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby and the Borrower has consulted with its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate in
connection herewith. In addition, the Borrower waives and 


 


74

















 


releases, to the fullest extent permitted by law, any claim that it may
have against the Arranger and the Administrative Agent for any breach or
alleged breach of any agency or fiduciary duty.


 


10.14       WAIVERS
OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


10.15       Confidentiality. Each
Lender agrees to keep confidential any written or oral information (a) provided
to it by or on behalf of the Borrower or any Subsidiary pursuant to or in
connection with this Agreement or (b) obtained by such Lender based on a review
of the books and records of the Borrower or any Subsidiary; provided that nothing herein
shall prevent any Lender from disclosing any such information (i) to the
Administrative Agent or any other Lender or to any Person who evaluates,
approves, structures or administers the Loans on behalf of a Lender and who is
subject to this confidentiality provision, (ii) to any Transferee or
prospective Transferee which agrees in writing to comply with the provisions of
this Section, (iii) to its employees, directors, agents, attorneys, accountants
and other professional advisors who are directly involved in the execution of
the transactions contemplated by this Agreement and have been informed of their
obligations under this Section 10.15, (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Lender, (v) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law (notice of which shall
be provided promptly to the Borrower), (vi) which has been publicly disclosed
other than in breach of this Agreement, or (vii) in connection with the
exercise of any remedy hereunder.


 


10.16       Designation of
Subsidiaries as Restricted or Unrestricted. The Borrower may, by delivery
to the Administrative Agent of a Designation Certificate substantially in the
form of Exhibit L, (a) concurrently with the creation or acquisition
(directly or indirectly) of a Subsidiary, designate such Subsidiary as an
Unrestricted Subsidiary (and, in the absence of such designation, such
Subsidiary shall be a Restricted Subsidiary); and (b) designate any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that the
Borrower may not make any such designation pursuant to this Section 10.16
if a Default exists or would result therefrom. The Borrower may not designate a
Restricted Subsidiary as an Unrestricted Subsidiary.


 


10.17       Effect of Amendment and
Restatement. This Agreement amends and restates the Existing Credit
Agreement in its entirety. After the effectiveness hereof pursuant to Section
5, the provisions of the Existing Credit Agreement shall be of no further
force or effect, except for provisions thereof that by their express terms
survive termination thereof.


 


10.18       USA Patriot Act. Each
Lender that is subject to the Act (as defined below) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.


 


75

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
      Name:

  	
  John Kingston, III

  
	
   

  	
   

  	
      Title:

  	
  Executive Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel and Secretary

  



 














 


	
   

  	
  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:  Vice President

  



 

















 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Pensari

  
	
   

  	
   Name: Michael Pensari

  
	
   

  	
   Title:   V.P.

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sergey Sherman

  
	
   

  	
   Name: Sergey Sherman

  
	
   

  	
   Title:  Vice President

  



 

















 


	
   

  	
  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/ Walter Jay Buckley

  
	
   

  	
   Name: Walter Jay Buckley

  
	
   

  	
   Title:   Managing Director

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen D. Myers

  
	
   

  	
   Name: Karen D. Myers

  
	
   

  	
   Title:   Senior Vice President

  



 

















 


	
   

  	
  RBS CITIZENS, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darcy Salinger

  
	
   

  	
   Name: Darcy Salinger

  
	
   

  	
   Title:  Vice President

  



 

















 


	
   

  	
  TD BANKNORTH, N.A.,

  
	
   

  	
  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles A. Walker

  
	
   

  	
   Name: Charles A. Walker

  
	
   

  	
   Title:  Managing Director

  



 

















 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.,

  
	
   

  	
  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Clifford F. Cho

  
	
   

  	
   Name: Clifford F. Cho

  
	
   

  	
   Title:   Vice President

  



 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy K. Weidner

  
	
   

  	
   Name: Amy K. Weidner

  
	
   

  	
   Title:   First VP

  



 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
  BRANCH as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Chall

  
	
   

  	
   Name: Jay
  Chall

  
	
   

  	
   Title:  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Petra Jaek

  
	
   

  	
   Name: Petra Jaek

  
	
   

  	
   Title:  Assistant Vice President

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen Bowers

  
	
   

  	
   Name: Kathleen Bowers

  
	
   

  	
   Title:  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Valerie Shapiro

  
	
   

  	
   Name: Valerie Shapiro

  
	
   

  	
   Title:  Assistant Vice President

  



 

















 


	
   

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  
	
   

  	
   Name: Louis Alder

  
	
   

  	
   Title:  Director

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David Mahmood

  
	
   

  	
    Name:  David Mahmood

  
	
   

  	
    Title:  Director

  



 

















 


	
   

  	
  SOVEREIGN BANK,

  as a Co-Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kenneth Ahrens

  
	
   

  	
    Name:   Kenneth Ahrens

  
	
   

  	
    Title:     Senior Vice President

  



 

















 


	
   

  	
  COMERICA BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John M. Costa

  
	
   

  	
    Name:   John M. Costa

  
	
   

  	
    Title:     Senior Vice President

  



 

















 


	
   

  	
  SOCIETE GENERALE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Helen Hsu

  
	
   

  	
    Name:   Helen Hsu

  
	
   

  	
    Title:     Vice President

  



 

















 


	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD.,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim C.Y. Chen

  
	
   

  	
    Name:  Jim C.Y. Chen

  
	
   

  	
    Title:  VP & General Manager

  



 

















 


	
   

  	
  FIRST COMMERCIAL BANK

  NEW YORK AGENCY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason Lee

  
	
   

  	
    Name:  Jason Lee

  
	
   

  	
    Title:  Deputy General Manager

  



 

















 


	
   

  	
  MALAYAN BANKING BERHAD, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fauzi Zulkifli

  
	
   

  	
    Name:  Fauzi Zulkifli

  
	
   

  	
    Title:    General Manager

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Lin

  
	
   

  	
    Name:  Benjamin Lin

  
	
   

  	
    Title:  EVP & General Manager

  



 

















 


	
   

  	
  TAIPEI FUBON COMMERCIAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sophia Jing

  
	
   

  	
  Name:  Sophia Jing

  
	
   

  	
  Title:  FVP & General Manager

  



 














 


ANNEX I


 


PRICING GRID
FOR REVOLVING CREDIT FACILITY


 


	
  Pricing

  Level

  	
   

  	
  Debt Rating

  	
   

  	
  Applicable Margin for

  Eurodollar Loans

  	
   

  	
  Applicable Margin For

  ABR Loans

  	
   

  	
  Commitment Fee Rate

  	
   

  
	
  1

  	
   

  	
  BBB+/Baa1 or higher

  	
   

  	
  0.500

  	
  %

  	
  0.000

  	
  %

  	
  0.100

  	
  %

  
	
  2

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.600

  	
  %

  	
  0.000

  	
  %

  	
  0.125

  	
  %

  
	
  3

  	
   

  	
  BBB-/Baa3

  	
   

  	
  0.800

  	
  %

  	
  0.000

  	
  %

  	
  0.150

  	
  %

  
	
  4

  	
   

  	
  BB+/Ba1

  	
   

  	
  1.100

  	
  %

  	
  0.000

  	
  %

  	
  0.200

  	
  %

  
	
  5

  	
   

  	
  BB/Ba2 or lower

  	
   

  	
  1.500

  	
  %

  	
  0.250

  	
  %

  	
  0.250

  	
  %

  



 


PRICING GRID
FOR TERM LOAN FACILITY


 




	
  Pricing

  Level

  	
   

  	
  Debt Rating

  	
   

  	
  Applicable Margin for

  Eurodollar Loans

  	
   

  	
  Applicable Margin For

  ABR Loans

  	
   

  
	
  1

  	
   

  	
  BBB+/Baa1 or higher

  	
   

  	
  0.600

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  BBB-/Baa3

  	
   

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  BB+/Ba1

  	
   

  	
  1.350

  	
  %

  	
  0.350

  	
  %

  
	
  5

  	
   

  	
  BB/Ba2 or lower

  	
   

  	
  1.750

  	
  %

  	
  0.750

  	
  %

  






 














 


EXHIBIT A TO


CREDIT AGREEMENT


 


FORM OF NOTE


 


[Date]


 


FOR VALUE RECEIVED, the
undersigned, Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises
to pay to
                  
(the “Lender”), at the
Administrative Agent’s Office in lawful money of the United States of America
and in immediately available funds, on the Termination Date the aggregate
unpaid principal amount of all [Revolving Loans][Term Loans] made by the Lender
to the Borrower pursuant to the Credit Agreement referred to below.  The Borrower further agrees to pay interest
in like money at such office on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in the Credit
Agreement.


 


The Lender is authorized to
record in its records, or on the schedules annexed hereto, the date, Type and
amount of each [Revolving Loan][Term Loan] made by it pursuant to the Credit
Agreement and the date and amount of each payment or prepayment of principal
thereof, each continuation thereof, each conversion of all or a portion thereof
to the other Type and, in the case of a Eurodollar Loan, the length of each
Interest Period with respect thereto. 
Each such recordation shall constitute prima  facie evidence of the accuracy of
the information recorded.  The failure to
make any such recordation shall not affect the obligations of the Borrower in
respect of any such Loan.


 


This Note (a) is one of
the Notes referred to in the Third Amended and Restated Credit Agreement dated
as of November 27, 2007 (as amended or otherwise modified from time to
time, the “Credit
Agreement”) among the Borrower, the Lender, various other
financial institutions and Bank of America, N.A., as Administrative Agent, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement.  This Note is secured and
guaranteed as provided in the Loan Documents. 
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Note in respect thereof.


 


Upon the occurrence of any
Event of Default, all amounts then remaining unpaid on this Note may become, or
may be declared to be, immediately due and payable, all as provided in the
Credit Agreement.


 


All parties now and
hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and
all other notices of any kind.


 


Unless otherwise defined
herein, capitalized terms used but not defined herein shall have the respective
meanings given to them in the Credit Agreement.


 


A-1

















 


THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


EXHIBIT B-1 TO

CREDIT
AGREEMENT


 


COPY OF BORROWER PLEDGE AGREEMENT


 


EXECUTION COPY


 


AMENDED AND RESTATED
PLEDGE AGREEMENT


 


AMENDED AND RESTATED
PLEDGE AGREEMENT, dated as of November 27, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”),
by Affiliated Managers Group, Inc., a Delaware corporation (the “Pledgor”),
in favor of Bank of America, N.A., as administrative agent (in such capacity,
the “Administrative Agent”) for the various financial institutions (the “Lenders”)
which are parties to the 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 Pledgor,
the Administrative Agent and the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Credit Agreement dated as of August 7, 2002 (as amended and restated
by (i) Amended and Restated Credit Agreement dated as of December 5,
2005 and (ii) Second Amended and Restated Credit Agreement dated as of February 8,
2007, and as further amended, restated, supplemented, modified and in effect from
time to time, the “Existing Credit Agreement”) among the Pledgor,
certain Lenders and the Administrative Agent, certain Lenders, subject to the
terms and conditions set forth therein, provided financial accommodations to
the Pledgor;


 


WHEREAS, pursuant to
the Pledge Agreement dated as of August 7, 2002 (as confirmed by (i) the
Confirmation dated as of December 5, 2005 and (ii) the Confirmation
dated as of February 8, 2007, and as amended, restated, supplemented,
modified and in effect from time to time, the “Existing Pledge Agreement”),
the Pledgor granted to the Administrative Agent, for the benefit of the Lenders
and the Administrative Agent, a lien on and security interest in the Pledged
Collateral (as defined therein) in order to secure the prompt and complete
payment and performance when due of the Obligations (as defined therein);


 


WHEREAS, the Pledgor,
the Administrative Agent and the Lenders are amending and restating the
Existing Credit Agreement by entering into the Credit Agreement;


 


WHEREAS, the Pledgor
is the legal and beneficial owner of the shares of Pledged Stock (as
hereinafter defined), the LLC Interests (as hereinafter defined) and the
Partnership Interests (as hereinafter defined) issued by the applicable Issuer
(as hereinafter defined); and


 


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WHEREAS, it is a
condition precedent to the obligation of the Lenders to make their respective
Loans to the Pledgor under the Credit Agreement that the Pledgor shall have
executed and delivered an amended and restated pledge agreement in
substantially the form hereof to the Administrative Agent for the ratable
benefit of the Lenders; and


 


WHEREAS, the Pledgor
and the Administrative Agent now wish to amend and restate the Existing Pledge
Agreement for the benefit of the Lenders and the Administrative Agent as herein
provided, which shall supersede the Existing Pledge Agreement in its entirety;


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Loans under the Credit Agreement, the Pledgor hereby agrees
with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:


 


1.             Defined Terms. 
(a) Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.


 


(b)           The following terms shall have the following meanings:


 


“Code”
means the Uniform Commercial Code from time to time in effect in the State of
New York.


 


“Collateral
Account” means any account established to hold money Proceeds, maintained
under the sole dominion and control of the Administrative Agent, subject to
withdrawal by the Administrative Agent for the account of the Lenders only as
provided in Section 7(a).


 


“General
Intangibles” means all “general intangibles” as such term is defined in Section 9-102
of the Code consisting of the Partnership Interests, LLC Interests and all
rights of the Pledgor to receive, directly or indirectly, revenues, profits or
other moneys from any Issuer of any Partnership Interests, LLC Interests or
Pledged Stock or any other rights or benefits therefrom.


 


“Hedge
Agreement” means, as to any Person, all interest rate, commodity, foreign
currency and financial market swaps, options, futures and other hedging
arrangements, including caps or collar agreements or similar arrangements,
entered into by such Person.


 


“Issuers”
means the collective reference to the companies, corporations, limited
liability companies, partnerships or other Persons identified on Schedule 1
hereto as the issuers of the Pledged Collateral and any company, corporation,
limited liability company, partnership or other Person that becomes an Issuer
hereunder pursuant to any supplement hereto; individually, each an “Issuer.”


 


“Limited
Liability Company” means each limited liability company from time to time
identified on Schedule 1 hereto as an Issuer hereunder.


 


B-1-2

















 


“Limited
Liability Company Agreement” means the limited liability company agreement
or operating agreement of each Limited Liability Company, as each may be
amended, supplemented or otherwise modified from time to time.


 


“LLC
Interests” means any and all of the Pledgor’s interests in the Limited
Liability Companies described on Schedule 1 hereto, all additional
interests in such Limited Liability Companies described on Schedule 1
hereto at any time and from time to time acquired by the Pledgor in any manner,
and any interests in any other limited liability company that are required to
be pledged by the Pledgor pursuant to the Credit Agreement, including all of
its rights to participate in the operation or management of any Limited Liability
Company and all of its rights to properties, assets, member interests and
distributions under any Limited Liability Company Agreement.


 


“Obligations”
means the collective reference to the unpaid principal of and interest on the
Notes and all other obligations and liabilities of the Pledgor to the
Administrative Agent and the Lenders (including interest accruing at the then
applicable rate provided in the Credit Agreement after the maturity of the
Loans and interest accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Pledgor,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), 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 the Credit Agreement, the Notes, this Agreement, any
Hedge Agreement entered into by the Pledgor with any Lender, the other Loan
Documents or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including all Attorney Costs of the Administrative Agent or any Lender that
are required to be paid by the Pledgor pursuant to the terms of the Credit
Agreement, this Agreement, any other Loan Document or any Hedge Agreement).


 


“Partnership”
means each partnership from time to time identified on Schedule 1 hereto
as an Issuer hereunder.


 


“Partnership
Agreement” means the partnership or limited partnership agreement of each
Partnership, as each may be amended, supplemented or otherwise modified from
time to time.


 


“Partnership
Interests” means any and all of the Pledgor’s partnership interests in the
Partnerships described on Schedule 1 hereto, all additional partnership
interests in such Partnerships described on Schedule 1 hereto at any
time and from time to time acquired by the Pledgor in any manner, and any other
partnership interests that are required to be pledged by the Pledgor pursuant
to the Credit Agreement, including all of its rights to participate in the
operation or management of any Partnership and all of its rights to properties,
assets, partnership interests and distributions under any Partnership
Agreement.


 


“Pledged
Collateral” means the collective reference to the LLC Interests,
Partnership Interests, Pledged Stock, General Intangibles and any additional
Capital Stock of any Restricted Subsidiary, each other Subsidiary and each
Investment Firm at any time and from time to time acquired or owned by the
Pledgor and all Proceeds of any and all of the foregoing.


 


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“Pledged
Stock” means the shares of Capital Stock listed on Schedule 1
hereto, all additional shares of Capital Stock in such Issuers described on Schedule
1 hereto at any time and from time to time acquired by the Pledgor in any
manner, and any other shares of Capital Stock that shall be pledged pursuant to
any supplement hereto, together with all stock certificates, options or rights
of any nature whatsoever that may be issued or granted by any Issuer to the
Pledgor in respect of such shares of Capital Stock while this Agreement is in
effect and any other investment property (as defined in the Code) from time to
time held by the Pledgor.


 


“Proceeds”
means all “proceeds” as such term is defined in Section 9-102 of the Code
and, in any event, shall include proceeds consisting of (a) dividends or
other income from the Pledged Collateral, collections thereon or distributions
with respect thereto and (b) General Intangibles.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


(c)           The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section and
paragraph references are to this Agreement unless otherwise specified.


 


(d)           The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


 


(e)           The term “including” is not limiting and means “including
without limitation.”


 


2.             Ratification and Pledge; Grant of Security Interest.  The Pledgor hereby confirms that, pursuant to
the Existing Pledge Agreement, to secure the prompt and complete payment and
performance when due of the Obligations (as defined in the Existing Pledge
Agreement), it granted to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, a continuing security interest in the
Pledged Collateral (as defined in the Existing Pledge Agreement). To continue
to secure the prompt and complete payment and performance when due of the
Obligations, the Pledgor hereby (i) ratifies and restates such grant, and (ii) in
addition, pledges to the Administrative Agent, for the ratable benefit of the
Lenders, a continuing security interest in the Pledged Collateral.


 


3.             Stock Powers; Perfection of Uncertificated Pledged
Collateral:


 


(a)           Concurrently
with the delivery to the Administrative Agent of each certificate representing
one or more shares of Pledged Stock, the Pledgor shall deliver an undated stock
power covering such certificate, duly executed in blank by the Pledgor with, if
the Administrative Agent so requests, signature guaranteed.


 


(b)           The Pledgor represents and warrants that the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders has a perfected first priority Lien in all Pledged Collateral that is
uncertificated or not otherwise evidenced by an instrument and with respect to
such Pledged Collateral the Pledgor shall use commercially reasonable efforts
to cause the pledge created hereby with respect to any uncertificated Pledged
Collateral to be recorded on 


 


B-1-4

















 


the
books and records of such Issuer. Upon request by the Administrative Agent, the
Pledgor shall provide to the Administrative Agent an opinion of counsel, in
form, and substance reasonably satisfactory to the Administrative Agent,
confirming the pledge and perfection of such Pledged Collateral.


 


4.             Representations and Warranties.  The Pledgor represents and warrants that:


 


(a)           The shares of Pledged Stock, the Partnership Interests and
the LLC Interests constitute the respective percentage set forth on Schedule
1 opposite the name of each Issuer of the total issued and outstanding
Capital Stock of each Issuer.


 


(b)           All the shares and other equity interests of the Pledged
Collateral have been duly and validly issued and are fully paid and
nonassessable.


 


(c)           The Pledgor is the record and beneficial owner of, and has
good and marketable title to, the Pledged Collateral, free of any and all Liens
or options in favor of, or claims of, any other Person, except (i) the
security interest created by this Agreement, (ii) arising out of the
organizational documents of the Issuer of the Pledged Collateral and (iii) inchoate
tax and ERISA liens. No security agreement, financing statement or other public
notice with respect to any part of the Pledged Collateral is on file or of
record in any public office, except such as may have been filed in favor of the
Administrative Agent pursuant to this Agreement or the Existing Pledge
Agreement.


 


(d)           Upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock, together with appropriate stock
powers executed in blank, the security interest in the Pledged Stock created by
this Agreement will constitute a valid, perfected first priority security
interest in the Pledged Stock, enforceable in accordance with its terms against
all creditors of the Pledgor and any Persons purporting to purchase any Pledged
Collateral from the Pledgor, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


(e)           Upon the filing of UCC-1 financing statements required to
perfect the security interest granted hereunder in General Intangibles, the
Liens granted pursuant to this Agreement shall constitute perfected first
priority Liens on the Pledgor’s Pledged Collateral in favor of the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders, enforceable in accordance with their terms against all creditors of
the Pledgor and any Persons purporting to purchase any Pledged Collateral from
the Pledgor in violation of the terms of the Credit Agreement, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.


 


(f)            None of the LLC interests or Partnership Interests (i) are
dealt in or traded on securities exchanges or in securities markets, (ii) constitute
an investment company security 


 


B-1-5

















 


or
(iii) are held in a securities account (in each case within the meaning of
Section 8-103(c) of the Uniform Commercial Code of any jurisdiction
which has adopted the 1994 version of Article 8 of the Uniform Commercial
Code promulgated by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws) (it being understood that LLC
Interests and Partnership Interests are recorded in, and will continue to be
recorded in, the books of the issuer of such LLC Interests and Partnership
Interests).


 


(g)           The Pledgor’s true legal name as registered in the
jurisdiction in which the Pledgor is organized or incorporated, jurisdiction of
organization or incorporation, federal employer identification number,
organizational identification number, if any, as designated by the state of its
organization or incorporation, chief executive office and principal place of
business, in each case as of the date hereof, are as set forth on Schedule 2
hereto.


 


(h)           Except as disclosed on Schedule 3 hereto, as of the
date of this Agreement, the Pledgor is not known, and during the five years
preceding the date hereof has not previously been known, by any trade name


 


(i)            Except as disclosed on Schedule 3 hereto, during
the five years preceding the date hereof the Pledgor has not been known by any
legal name different from the one set forth on the signature page of this
Agreement nor has the Pledgor been the subject of any merger or other corporate
reorganization.


 


5.             Covenants. 
The Pledgor covenants and agrees with the Administrative Agent and the
Lenders that, from and after the date of this Agreement until this Agreement is
terminated and the security interests created hereby are released:


 


(a) If the Pledgor
shall, as a result of its ownership of the Pledged Collateral, become entitled
to receive or shall receive any certificate (including any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether in addition to,
in substitution of, as a conversion of, or in exchange for any shares of the
Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the
same as the agent of the Administrative Agent and the Lenders, hold the same in
trust for the Administrative Agent and the Lenders and deliver the same
forthwith to the Administrative Agent in the exact form received, duly indorsed
by the Pledgor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by the
Pledgor and with, if the Administrative Agent so requests, signature
guaranteed, to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Obligations. If an Event of
Default has occurred and is continuing (or would result therefrom or from any
failure to comply with Section 3.2 of the Credit Agreement (to the extent
required) in connection therewith), any sums paid upon or in respect of the
Pledged Collateral upon the liquidation or dissolution of any Issuer shall be
paid over to the Administrative Agent to be held by it hereunder as additional
collateral security for the Obligations, and in case any distribution of
capital shall be made on or in respect of the Pledged Collateral or any
property shall be distributed upon or with respect to the Pledged Collateral
pursuant to the recapitalization or reclassification of the capital of any
Issuer or pursuant to the reorganization thereof, the property so distributed shall
be delivered to the Administrative Agent to be held by it hereunder as


 


B-1-6














 


additional
collateral security for the Obligations. If any sums of money or property so
paid or distributed in respect of the Pledged Collateral shall be received by
the Pledgor, the Pledgor shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust for
the Lenders, segregated from other funds of the Pledgor, as additional
collateral security for the Obligations.


 


(b)           Without the prior written
consent of the Administrative Agent, the Pledgor will not (1) vote to
enable, or take any other action to permit, any Issuer to issue any stock or
other equity interests of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any stock or
other equity interests of any nature of any Issuer other than as permitted
under the Credit Agreement; (2) sell, assign, transfer, exchange or
otherwise dispose of, or grant any option with respect to, the Pledged
Collateral, other than as expressly permitted under the Credit Agreement; (3) create,
incur or permit to exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Pledged Collateral, or any interest therein,
other than as expressly permitted under the Credit Agreement (including the
security interests created by this Agreement); or (4) enter into any
agreement or undertaking restricting the right or ability of the Pledgor or the
Administrative Agent to sell, assign or transfer any of the Pledged Collateral.


 


(c)           The Pledgor shall maintain
the security interest created by this Agreement as a perfected security
interest (unless otherwise expressly permitted herein, including pursuant to Section 5(b))
and shall defend such security interest against claims and demands of all Persons
whomsoever. At any time and from time to time, upon the written request of the
Administrative Agent and at the sole expense of the Pledgor, the Pledgor will
promptly and duly execute and deliver such further instruments and documents
and take such further actions as the Administrative Agent may reasonably
request for the purposes of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted. If any amount payable
under or in connection with any of the Pledged Collateral shall be or become
evidenced by any promissory note, other instrument or chattel paper, such note,
instrument or chattel paper shall be immediately delivered to the
Administrative Agent, duly endorsed in a manner satisfactory to the Administrative
Agent, to be held as Pledged Collateral pursuant to this Agreement. The Pledgor
shall cause each Issuer of Partnership Interests or LLC Interests to execute
and deliver to the Administrative Agent a transaction statement, substantially
in the form of Exhibit A hereto, and the Pledgor shall execute and
deliver to each Issuer of Partnership Interests or LLC Interests a letter
substantially in the form of Exhibit B.


 


(d)           The Pledgor shall pay, and
save the Administrative Agent and the Lenders harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Pledged Collateral or in connection with any
of the transactions contemplated by this Agreement.


 


(e)           The Pledgor will not, unless
it shall give 20 days’ written notice to such effect to the Administrative
Agent and any filings under the Uniform Commercial Code in effect in any
affected jurisdiction as the Administrative Agent may reasonably request to
maintain the perfected security interest granted pursuant to this Agreement
shall have been made, change its state of organization or incorporation or its
name, identity or corporate structure such that any 


 


B-1-7

















 


financing
statement filed to perfect the Administrative Agent’s interests under this
Agreement would become seriously misleading (provided that this clause (e) shall
not be deemed to authorize any change or transaction prohibited under the
Credit Agreement).


 


(f)            The Pledgor will furnish the
Administrative Agent or any Lender such information concerning the Pledged
Collateral as the Administrative Agent (on its own behalf or on behalf of any
Lender) may from time to time reasonably request, and will permit the
Administrative Agent (on its own behalf or on behalf of any Lender) or any
designee of the Administrative Agent, from time to time at reasonable times and
on reasonable notice (or at any time without notice during the existence of an
Event of Default), to inspect, audit and make copies of and extracts from all
records and other papers in the possession of the Pledgor which pertain to the
Pledged Collateral, and will upon the request of the Administrative Agent at
any time when an Event of Default exists, deliver to the Administrative Agent
all of such records and papers.


 


6.             Cash Dividends; Voting
Rights.  Unless an Event of Default
shall have occurred and be continuing and the Administrative Agent shall have
given notice to the Pledgor of the Administrative Agent’s intent to exercise
its corresponding rights pursuant to Section 7  below, the Pledgor shall be permitted to
receive all lawful cash dividends and cash distributions paid, except as limited
by the Credit Agreement or as required to be paid over to the Administrative
Agent pursuant to the other provisions of this Agreement, in respect of the
Pledged Collateral and to exercise all voting and corporate, member or
partnership rights with respect to the Pledged Collateral; provided, however,
that no vote shall be cast or corporate, member or partnership right exercised
or other action taken which, in the Administrative Agent’s reasonable judgment,
would impair the Pledged Collateral or which would be inconsistent with or
result in any violation of any provision of the Credit Agreement, the Notes,
this Agreement or any other Loan Document.


 


7.             Rights of the Lenders and
the Administrative Agent.  (a) All
money Proceeds received by the Administrative Agent hereunder shall be held by
the Administrative Agent for the benefit of the Lenders in a Collateral Account
which shall bear interest for the benefit of the Pledgor in accordance with the
Administrative Agent’s customary procedures for similar deposit accounts. All
Proceeds while held by the Administrative Agent in a Collateral Account (or by
the Pledgor in trust for the Administrative Agent and the Lenders) shall
continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided in Section 8(a).


 


(b)           If an Event of Default shall
occur and be continuing and the Administrative Agent shall give notice of its
intent to exercise such rights to the Pledgor, (1) the Administrative
Agent shall have the right to receive any and all cash dividends and
distributions paid in respect of the Pledged Collateral and make application
thereof to the Obligations ratably in accordance with the terms of the Credit
Agreement as payment of the outstanding Obligations held by the Lenders, and (2) all
shares of the Pledged Stock and all LLC Interests and Partnership Interests
shall be registered in the name of the Administrative Agent or its nominee, and
the Administrative Agent or its nominee may thereafter exercise (A) all
voting, corporate and other rights pertaining to such shares of the Pledged
Stock at any meeting of shareholders of any Issuer or otherwise, (B) all
rights, powers and privileges with respect to the LLC Interests 


 


B-1-8

















 


and
Partnership Interests and (C) any and all rights of conversion, exchange
and subscription and any other rights, privileges or options pertaining to the
Pledged Collateral as if it were the absolute owner thereof (including the
right to exchange at its discretion any and all of the Pledged Collateral upon
the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate, limited liability company or partnership
structure of any Issuer, or upon the exercise by the Pledgor or the
Administrative Agent of any right, privilege or option pertaining to the
Pledged Collateral, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Collateral with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative
Agent shall have no duty to the Pledgor to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so
doing.


 


8.             Remedies.  (a) If an Event of Default shall have
occurred and be continuing, at any time at the Administrative Agent’s election,
the Administrative Agent may apply all or any part of Proceeds held in any
Collateral Account in payment of the Obligations in accordance with the terms
of the Credit Agreement.


 


(b)           If an Event of Default shall
have occurred and be continuing, the Administrative Agent, on behalf of the
Lenders, may exercise, in addition to all other rights and remedies granted in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the Code. Without limiting the generality of the foregoing, the Administrative
Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Pledged
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Pledged
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker’s board or office of the Administrative Agent
or any Lender or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative Agent
or any Lender shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Pledged Collateral so sold, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby waived or
released. The Administrative Agent shall apply any Proceeds from time to time
held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred in respect thereof or incidental to the care or
safekeeping of any of the Pledged Collateral or in any way relating to the
Pledged Collateral or the rights of the Administrative Agent and the Lenders
hereunder, including Attorney Costs of the Administrative Agent, to the payment
in whole or in part of the Obligations, in accordance with the terms of the
Credit Agreement as payment of the outstanding Obligations held by the Lenders,
and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, including Sections
9-608(a)(1)(C) or 9¬615(a)(3) of the Code, need the Administrative
Agent account for the surplus, if any, to the 


 


B-1-9

















 


Pledgor.
To the extent permitted by applicable law, the Pledgor waives all claims,
damages and demands it may acquire against the Administrative Agent or any
Lender arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other
disposition of the Pledged Collateral shall be required by law, such notice shall
be deemed reasonable and proper if given at least 10 days before such sale or
other disposition.  The Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of Pledged Collateral are insufficient to pay the Obligations.


 


9.             Registration Rights; Private
Sales.  (a)  If the
Administrative Agent shall determine to exercise its right to sell any or all
of the Pledged Collateral pursuant to Section 8 hereof, and if in
the opinion of the Administrative Agent it is necessary or advisable to have
the Pledged Collateral, or that portion thereof to be sold, registered under
the provisions of the Securities Act, the Pledgor will use its best efforts to
cause the Issuer thereof (1) to execute and deliver, and cause the directors
and officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
opinion of the Administrative Agent, necessary or advisable to register the
Pledged Collateral, or that portion thereof to be sold, under the provisions of
the Securities Act, (2) to use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the Pledged
Collateral, or that portion thereof to be sold, and (3) to make all
amendments thereto and/or to the related prospectus which, in the opinion of
the Administrative Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations of
the Securities and Exchange Commission applicable thereto. The Pledgor agrees
to use its best efforts to cause such Issuer to comply with the provisions of
the securities or “Blue Sky” laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities
Act.


 


(b)           The Pledgor recognizes that
the Administrative Agent may be unable to effect a public sale of any or all
the Pledged Collateral, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws or otherwise, and may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers which will be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Collateral for the period of time necessary
to permit the Issuer thereof to register such securities for public sale under
the Securities Act, or under applicable state securities laws, even if such
Issuer would agree to do so.


 


(c)           The Pledgor further agrees
to use its best efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the Pledged
Collateral pursuant to this Section valid and binding and in compliance
with any and all other applicable Requirements of Law. The Pledgor further
agrees that a breach of any of the covenants contained in this Section will
cause irreparable injury to the Administrative Agent and 


 


B-1-10

















 


the
Lenders, that the Administrative Agent and the Lenders have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred under the Credit Agreement.


 


(d)           In any sale the
Administrative Agent will use its commercially reasonable best efforts to
obtain appropriate covenants to protect the Pledgor from liabilities under Section 15(f) of
the Investment Company Act of 1940.


 


10.           Irrevocable Authorization
and Instruction to Issuer.  The
Pledgor hereby authorizes and agrees to use its best efforts to cause each
Issuer to comply with any instruction received by it from the Administrative
Agent in writing that (a) states that an Event of Default has occurred and
(b) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from the Pledgor, and the Pledgor agrees that
each Issuer shall be fully protected in so complying.


 


11.           Administrative Agent’s
Appointment as Attorney-in-Fact.  (a)  The Pledgor hereby irrevocably
constitutes and appoints the Administrative Agent and any officer or agent of
the Administrative 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 Pledgor and in the name of the Pledgor or in the
Administrative Agent’s own name, from time to time in the Administrative Agent’s
discretion, for the purpose of carrying out the terms of this Agreement, 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 Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.


 


The rights and powers
granted to the Administrative Agent under this Section 11(a) will
not exist until the occurrence of an Event of Default and the giving of notice
required under Section 7(b). 
Any third party may rely upon certification by the Administrative Agent
that an Event of Default has occurred and such notice has been given.


 


(b)           The Pledgor hereby ratifies
all that said attorneys shall lawfully do or cause to be done pursuant to the
power of attorney granted in Section 11(a).  All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby
are released.


 


12.           Duty of Administrative Agent.  The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Pledged
Collateral in its possession, under Section 9-207 of the Code or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar securities and property for its own account, except
that the Administrative Agent shall have no obligation to invest funds held in
any Collateral Account and may hold the same as demand deposits. None of the
Administrative Agent, any Lender or any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Pledged Collateral or for any delay 


 


B-1-11

















 


in
doing so or shall be under any obligation to sell or otherwise dispose of any
Pledged Collateral upon the request of the Pledgor or any other Person or to take
any other action whatsoever with regard to the Pledged Collateral or any part
thereof.


 


13.           Financing Statements.  The Pledgor authorizes the Administrative
Agent to file financing statements, continuation statements and amendments to
financing statements with respect to the Pledged Collateral in such form and in
such filing offices as the Administrative Agent reasonably determines
appropriate to perfect the security interests of the Administrative Agent under
this Agreement. A carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.


 


14.           Authority of Administrative
Agent.  The Pledgor acknowledges that
the rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Pledgor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and neither the Pledgor nor any
Issuer shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


15.           Notices.  All notices, requests and demands to or upon
the Administrative Agent or the Pledgor to be effective shall be in writing (or
by fax or similar electronic transfer confirmed in writing) and shall be deemed
to have been duly given or made (1) when delivered or (2) five days
after being deposited in the mail, postage prepaid or (3) if by fax or
similar electronic transfer, when sent and receipt has been confirmed,
addressed to the Administrative Agent or the Pledgor at its address or
transmission number for notices provided in Section 10.2 of the Credit
Agreement. The Administrative Agent and the Pledgor may change their addresses
and transmission numbers for notices by notice in the manner provided in this
Section.


 


16.           Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating 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.


 


17.           Amendments in Writing; No
Waiver; Cumulative Remedies.  (a) None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by the Pledgor and the Administrative
Agent.


 


(b)           Neither the Administrative
Agent nor any Lender shall by any act (except by a written instrument pursuant
to Section 17(a) hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power 


 


B-1-12

















 


or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion.


 


(c)           The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.


 


(d)           This Agreement may be
supplemented from time to time, as described in and in accordance with the
Credit Agreement, through the execution and delivery to the Administrative
Agent of a Pledge Agreement Supplement substantially in the form of Annex I
hereto. The Pledgor agrees that the Administrative Agent may from time to time
attach as Schedule 1 hereto an updated list of Pledged Collateral at the
time of delivery of such Pledge Agreement Supplement.


 


18.           Section Headings.  The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


19.           Successors and Assigns.  This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns.


 


20.           Amendment and Restatement.  This Agreement shall amend and restate in its
entirety the Existing Pledge Agreement on the Closing Date. On the Closing
Date, all the rights and obligations of the respective parties under the
Existing Pledge Agreement shall be subsumed within and governed by this
Agreement; provided, the security interests granted pursuant to the Existing
Pledge Agreement shall continue to be in effect hereunder as set forth in Section 2,
subject to any limitations set forth in the other sections of this Agreement.


 


21.           Governing Law.  This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.


 


22.           Certain Partnership
Agreement and Limited Liability Company Agreement Provisions.  The Pledgor to the extent permitted by
applicable law, hereby irrevocably waives any and all provisions of the
Partnership Agreement and Limited Liability Company Agreement of each
Subsidiary of the Pledgor (as applicable) that (a) prohibit, restrict,
condition or otherwise affect the grant hereunder of any Lien on any of the
Pledged Collateral (or any enforcement action which may be taken in respect of
any such Lien, including, without limitation, any foreclosure upon or
subsequent disposition of such equity interest by the Administrative Agent or
any Lender) or (b) otherwise conflict with the terms of this Agreement. In
furtherance of the foregoing, the Pledgor hereby agrees that, by its signature
below, this Agreement shall constitute the consent of the Pledgor under each
Partnership Agreement or Limited Liability Company Agreement of a Subsidiary of
the Pledgor (as applicable) to each of the transactions contemplated hereby
(including, without limitation, any foreclosure upon or 


 


B-1-13

















 


subsequent
disposition of such equity interest by the Administrative Agent or any Lender),
to the extent any such consent is required thereunder.


 


[Remainder of Page Left
Intentionally Blank]


 


B-1-14

















 


IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed and delivered as of
the date first above written.


 


	
   

  	
  AFFILIATED MANAGERS GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Kingston, III

  
	
   

  	
  Name:

  	
  John Kingston, III

  
	
   

  	
  Title:

  	
  Executive Vice President,
  General Counsel and Secretary

  



 


[Signature Page to Borrower Pledge Agreement]


 


B-1-15

















 


ACKNOWLEDGEMENT AND CONSENT


 


Each of the undersigned
hereby acknowledges receipt of a copy of the Amended and Restated Pledge
Agreement (as amended, restated, supplemented or otherwise modified from time
to time, the “Pledge Agreement”) dated as of November 27, 2007,
made by Affiliated Managers Group, Inc., in favor of Bank of America,
N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the various financial institutions (the “Lenders”) parties to the
Credit Agreement dated as of November 27, 2007. Each of the undersigned
agrees for the benefit of the Administrative Agent and the Lenders as follows:


 


Such
undersigned will be bound by the terms of the Pledge Agreement and will comply
with such terms, in each case, insofar as such terms are applicable to such
undersigned and as permitted by applicable law.


 


Such
undersigned will notify the Administrative Agent promptly in writing of the
occurrence of any of the events described in Section 5(a) of
the Pledge Agreement with respect to such undersigned.


 


The
terms of Section 9(c) of the Pledge Agreement shall apply to
it, mutatis  mutandis, with respect to all actions that may be
required of it under or pursuant to or arising out of Section 9 of the
Pledge Agreement.


 


B-1-16














 


	
   

  	
  AMG/MIDWEST HOLDINGS, INC.

  AMG NEW YORK HOLDINGS
  CORP.

  AMG NORTH AMERICA HOLDING
  CORP.

  AMG NORTHEAST HOLDINGS,
  INC.

  AMG/SOUTHWESTGP HOLDINGS,
  INC.

  AMG/TBC HOLDINGS, INC.

  CATALYST ACQUISITION II,
  INC.

  FA (WY) ACQUISITION
  COMPANY, INC.

  J M H MANAGEMENT CORPORATION

  SUITE 3000 HOLDINGS, INC.

  TMF
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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
  PROPERTIES, 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

  



 


[Signature Page to Acknowledgement and Consent
to Borrower Pledge Agreement]


 


B-1-17

















 


	
   

  	
  ESSEX
  INVESTMENT MANAGEMENT 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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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 General

  



 


[Signature
Page to Acknowledgement and Consent to Borrower Pledge Agreement]


 


B-1-18

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLINE
  ASSET MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SYSTEMATIC
  FINANCIAL MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Affiliated
  Managers Group, Inc.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  RENAISSANCE GROUP 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

  



 


[Signature Page to Acknowledgement and Consent
to Borrower Pledge Agreement]


 


B-1-19

















 


	
   

  	
  TOPSPIN
  ACQUISITION, 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  WELCH &
  FORBES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President and Clerk

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  WELCH &
  FORBES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Welch &
  Forbes, Inc.

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President and Clerk

  



 


[Signature
Page to Acknowledgement and Consent to Borrower Pledge Agreement]


 


B-1-20














 


EXHIBIT B-2 TO


CREDIT AGREEMENT


 


COPY OF SUBSIDIARY PLEDGE AGREEMENT


 


EXECUTION COPY


 


AMENDED AND RESTATED SUBSIDIARY PLEDGE AGREEMENT


 


AMENDED AND
RESTATED SUBSIDIARY PLEDGE AGREEMENT, dated as of November 27,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, this “Agreement”), made by the parties signatory hereto (each a “Pledgor”
and collectively the “Pledgors”) in favor of Bank of America, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) for
the various financial institutions (the “Lenders”) which are parties to
the 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 Affiliated Managers Group, Inc.
(the “Borrower”), the Administrative Agent and the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Credit Agreement dated as of August 7, 2002 (as amended and restated
by (i) Amended and Restated Credit Agreement dated as of December 5,
2005 and (ii) Second Amended and Restated Credit Agreement dated as of February 8,
2007, and as further amended, restated, supplemented, modified and in effect
from time to time, the “Existing Credit Agreement”) among the Borrower, certain
Lenders and the Administrative Agent, certain Lenders, subject to the terms and
conditions set forth therein, provided financial accommodations to the
Borrower;


 


WHEREAS, pursuant to
the Pledge Agreement dated as of August 7, 2002 (as confirmed by (i) the
Confirmation dated as of December 5, 2005 and (ii) the Confirmation
dated as of February 8, 2007, and as amended, restated, supplemented,
modified and in effect from time to time, the “Existing Pledge Agreement”),
each Pledgor granted to the Administrative Agent, for the benefit of the
Lenders and the Administrative Agent, a lien on and security interest in the
Pledged Collateral (as defined therein) in order to secure the prompt and
complete payment and performance when due of the Obligations (as defined
therein);


 


WHEREAS, the Borrower,
the Administrative Agent and the Lenders are amending and restating the
Existing Credit Agreement by entering into the Credit Agreement;


 


WHEREAS, each Pledgor
is the legal and beneficial owner of the shares of Pledged Stock (as
hereinafter defined), the LLC Interests (as hereinafter defined) and the
Partnership Interests (as hereinafter defined) issued by the applicable Issuer
(as hereinafter defined);


 


B-2-1

















 


WHEREAS, each Pledgor
will benefit from the making of the Loans to the Borrower pursuant to the
Credit Agreement and is willing to guaranty the Guaranteed Obligations (as
hereinafter defined) as hereinafter set forth;


 


WHEREAS, it is a
condition precedent to the obligation of the Lenders to make their respective
Loans to the Borrower under the Credit Agreement that each Pledgor shall have
executed and delivered an amended and restated pledge agreement in
substantially the form hereof to the Administrative Agent for the ratable
benefit of the Lenders; and


 


WHEREAS, each Pledgor
and the Administrative Agent now wish to amend and restate the Existing Pledge
Agreement for the benefit of the Lenders and the Administrative Agent as herein
provided, which shall supersede the Existing Pledge Agreement in its entirety;


 


NOW,
THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective Loans under the Credit Agreement,
each Pledgor hereby agrees with the Administrative Agent, for the ratable
benefit of the Lenders, as follows:


 


1.             Defined Terms. 
(a)  Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.


 


(b)           The following terms shall have the following meanings:


 


“Code” means the
Uniform Commercial Code from time to time in effect in the State of New York.


 


“Collateral Account”
means any account established to hold money Proceeds, maintained under the sole
dominion and control of the Administrative Agent, subject to withdrawal by the
Administrative Agent for the account of the Lenders only as provided in Section 7(a).


 


“General Intangibles”
means all “general intangibles” as such term is defined in Section 9-102
of the Code consisting of the Partnership Interests, LLC Interests and all
rights of the Pledgor to receive, directly or indirectly, revenues, profits or
other moneys from any Issuer of any Partnership Interests, LLC Interests or
Pledged Stock or any other rights or benefits therefrom.


 


“Guaranteed Obligations”
means the collective reference to the unpaid principal of and interest on the
Notes and all other obligations and liabilities of the Borrower to the
Administrative Agent and the Lenders (including interest accruing at the then
applicable rate provided in the Credit Agreement after the maturity of the
Loans and interest accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), 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 the Credit Agreement, the Notes, any Hedge Agreement
entered into by the Borrower with any Lender, the other Loan Documents or any
other document made, delivered or given in connection therewith, 


 


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in
each case whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are
required to be paid by the Borrower pursuant to the terms of the Credit
Agreement or any other Loan Document or any letter of credit or any Hedge
Agreement).


 


“Hedge Agreement”
means, as to any Person, all interest rate, commodity, foreign currency and
financial market swaps, options, futures and other hedging arrangements,
including caps or collar agreements or similar arrangements, entered into by
such Person.


 


“Issuers” means the
collective reference to the companies, corporations, limited liability
companies, partnerships or other Persons identified on Schedule 1 hereto
as the issuers of the Pledged Collateral and any company, corporation, limited
liability company, partnership or other Person that becomes an Issuer hereunder
pursuant to any supplement hereto; individually, each an “Issuer.”


 


“Limited Liability
Company” means each limited liability company from time to time identified
on Schedule 1 hereto as an Issuer hereunder.


 


“Limited Liability
Company Agreement” means the limited liability company agreement or
operating agreement of each Limited Liability Company, as each may be amended,
supplemented or otherwise modified from time to time.


 


“LLC Interests”
means, with respect to any Pledgor, any and all of such Pledgor’s interests in
the Limited Liability Companies described on Schedule 1 hereto, all
additional interests in such Limited Liability Companies described on Schedule
1 hereto at any time and from time to time acquired by such Pledgor in any
manner, and any interests in any other limited liability company that are
required to be pledged by such Pledgor pursuant to the Credit Agreement,
including all of its rights to participate in the operation or management of
any Limited Liability Company and all of its rights to properties, assets,
member interests and distributions under any Limited Liability Company
Agreement.


 


“Obligations” means,
with respect to any Pledgor, all obligations of such Pledgor under this
Agreement.


 


“Partnership” means
each partnership from time to time identified on Schedule 1 hereto as an
Issuer hereunder.


 


“Partnership Agreement”
means the partnership or limited partnership agreement of each Partnership, as
each may be amended, supplemented or otherwise modified from time to time.


 


“Partnership Interests”
means, with respect to any Pledgor, any and all of such Pledgor’s partnership
interests in the Partnerships described on Schedule 1 hereto, all
additional partnership interests in such Partnerships described on Schedule
1 hereto at any time and from time to time acquired by such Pledgor in any
manner, and any other partnership interests that are required to be pledged by
such Pledgor pursuant to the Credit Agreement, including all of its rights to
participate in the operation or management of any Partnership and all of its
rights to properties, assets, partnership interests and distributions under any
Partnership Agreement.


 


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“Pledged Collateral”
means, with respect to any Pledgor, such Pledgor’s LLC Interests, Partnership
Interests, Pledged Stock, General Intangibles and any additional Capital Stock
of any Subsidiary and each Investment Firm at any time and from time to time
acquired or owned by such Pledgor and all Proceeds of any and all of the
foregoing.


 


“Pledged Stock”
means, with respect to any Pledgor, the shares of Capital Stock listed opposite
such Pledgor’s name on Part A of Schedule 1 hereto, all additional
shares of Capital Stock in such Issuers described on Schedule 1 hereto
at any time and from time to time acquired by such Pledgor in any manner, and
any other shares of Capital Stock that shall be pledged by such Pledgor pursuant
to any supplement hereto, together with all stock certificates, options or
rights of any nature whatsoever that may be issued or granted by any Issuer to
such Pledgor in respect of such shares of Capital Stock while this Agreement is
in effect and any other investment property (as defined in the Code) from time
to time held by such Pledgor.


 


“Proceeds” means all “proceeds”
as such term is defined in Section 9-102 of the Code and, in any event,
shall include proceeds consisting of (a) dividends or other income from
the Pledged Collateral, collections thereon or distributions with respect
thereto and (b) General Intangibles.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


(c)           The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section and
paragraph references are to this Agreement unless otherwise specified.


 


(d)           The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


 


(e)           The term “including” is not limiting and means “including
without limitation”.


 


2.             Ratification and Pledge; Grant of Security Interest.  Each Pledgor hereby confirms that, pursuant
to the Existing Pledge Agreement, to secure the prompt and complete payment and
performance when due of the Obligations (as defined in the Existing Pledge
Agreement), it granted to the Administrative Agent, for the benefit of the Lenders
and the Administrative Agent, a continuing security interest in the Pledged
Collateral (as defined in the Existing Pledge Agreement).  To continue to secure the prompt and complete
payment and performance when due of the Obligations, the Pledgor hereby (i) ratifies
and restates such grant, and (ii) in addition, pledges to the
Administrative Agent, for the ratable benefit of the Lenders, a continuing
security interest in the Pledged Collateral.


 


3.             Stock Powers; Perfection of Uncertificated Pledged
Collateral:


 


(a)           Concurrently with the delivery to the Administrative Agent
of each certificate representing one or more shares of Pledged Stock, the
applicable Pledgor shall deliver an undated stock power covering such
certificate, duly executed in blank by such Pledgor with, if the Administrative
Agent so requests, signature guaranteed.


 


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(b)           Each Pledgor represents and warrants that the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders has a perfected first priority Lien in all Pledged Collateral that is
uncertificated or not otherwise evidenced by an instrument and with respect to
such Pledged Collateral each applicable Pledgor shall use commercially
reasonable efforts to cause the pledge created hereby with respect to any
uncertificated Pledged Collateral to be recorded on the books and records of
such Issuer.  Upon request by the
Administrative Agent, the applicable Pledgors shall provide to the
Administrative Agent an opinion of counsel, in form, and substance reasonably
satisfactory to the Administrative Agent, confirming the pledge and perfection
of such Pledged Collateral.


 


4.             Representations and Warranties.  Each Pledgor represents and warrants that:


 


(a)           The shares of Pledged Stock, the Partnership Interests and
the LLC Interests pledged by it constitute the respective percentage set forth
on Schedule 1 opposite the name of each applicable Issuer of the total
issued and outstanding Capital Stock of each Issuer.


 


(b)           All the shares and other equity interests of the Pledged
Collateral of such Pledgor have been duly and validly issued and are fully paid
and nonassessable.


 


(c)           Such Pledgor is the record and beneficial owner of, and
has good and marketable title to, the Pledged Collateral pledged by it, free of
any and all Liens or options in favor of, or claims of, any other Person,
except (i) the security interest created by this Agreement, (ii) arising
out of the organizational documents of the Issuer of any such Pledged Collateral
and (iii) inchoate tax and ERISA liens. 
No security agreement, financing statement or other public notice with
respect to any part of such Pledged Collateral is on file or of record in any
public office, except such as may have been filed in favor of the
Administrative Agent pursuant to this Agreement or the Existing Pledge
Agreement.


 


(d)           Upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock, together with appropriate stock
powers executed in blank, the security interest in the Pledged Stock of such
Pledgor created by this Agreement will constitute a valid, perfected first
priority security interest in such Pledged Stock, enforceable in accordance
with its terms against all creditors of such Pledgor and any Persons purporting
to purchase any Pledged Collateral from such Pledgor, except as affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 


(e)           Upon the filing of UCC-1 financing statements required to
perfect the security interest granted hereunder in General Intangibles of such
Pledgor, the Liens granted by such Pledgor pursuant to this Agreement shall
constitute perfected first priority Liens on such Pledgor’s Pledged Collateral
in favor of the Administrative Agent for the benefit of the Administrative
Agent and the Lenders, enforceable in accordance with their terms against all
creditors of such Pledgor and any Persons purporting to purchase any Pledged
Collateral from such Pledgor in violation of the terms of the Credit Agreement,
except as affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to 


 


B-2-5

















 


or
affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.


 


(f)            None of the LLC interests or Partnership Interests
pledged by such Pledgor (i) are dealt in or traded on securities exchanges
or in securities markets, (ii) constitute an investment company security
or (iii) are held in a securities account (in each case within the meaning
of Section 8-103(c) of the Uniform Commercial Code of any
jurisdiction which has adopted the 1994 version of Article 8 of the
Uniform Commercial Code promulgated by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws) (it being
understood that LLC Interests and Partnership Interests are recorded in,
and will continue to be recorded in, the books of the issuer of such LLC
Interests and Partnership Interests).


 


(g)           Such Pledgor’s true legal name as registered in the
jurisdiction in which such Pledgor is organized or incorporated, jurisdiction
of organization or incorporation, federal employer identification number,
organizational identification number, if any, as designated by the state of its
organization or incorporation, chief executive office and principal place of
business, in each case as of the date hereof, are as set forth on Schedule 2
hereto.


 


(h)           Except as disclosed on Schedule 3 hereto, as of the
date of this Agreement, such Pledgor is not known, and during the five years
preceding the date hereof has not previously been known, by any trade name.


 


(i)            Except as disclosed on Schedule 3 hereto, during
the five years preceding the date hereof such Pledgor has not been known by any
legal name different from the one set forth on the signature page of this
Agreement nor has such Pledgor been the subject of any merger or other
corporate reorganization.


 


5.             Covenants. 
Each Pledgor covenants and agrees with the Administrative Agent and the
Lenders that, from and after the date of this Agreement until this Agreement is
terminated and the security interests created hereby are released:


 


(a)           If such Pledgor shall, as a result of its ownership of any
Pledged Collateral, become entitled to receive or shall receive any certificate
(including any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion of, or in exchange
for any shares of the Pledged Stock pledged by it, or otherwise in respect thereof,
such Pledgor shall accept the same as the agent of the Administrative Agent and
the Lenders, hold the same in trust for the Administrative Agent and the
Lenders and deliver the same forthwith to the Administrative Agent in the exact
form received, duly indorsed by such Pledgor to the Administrative Agent, if
required, together with an undated stock power covering such certificate duly
executed in blank by such Pledgor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the Obligations of
such Pledgor.  If an Event of Default has
occurred and is continuing (or would result therefrom or from any failure to
comply with Section 3.2 of the Credit Agreement (to the extent required)
in connection therewith), any sums paid upon or in respect of the Pledged 


 


B-2-6

















 


Collateral
of such Pledgor upon the liquidation or dissolution of any Issuer shall be paid
over to the Administrative Agent to be held by it hereunder as additional
collateral security for the Obligations of such Pledgor, and in case any
distribution of capital shall be made on or in respect of the Pledged
Collateral of such Pledgor or any property shall be distributed upon or with
respect to the Pledged Collateral pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall be delivered to the Administrative
Agent to be held by it hereunder as additional collateral security for the
Obligations of such Pledgor.  If any sums
of money or property so paid or distributed in respect of the Pledged Collateral
shall be received by such Pledgor, such Pledgor shall, until such money or
property is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Lenders, segregated from other funds of such Pledgor,
as additional collateral security for the Obligations of such Pledgor.


 


(b)           Without the prior written consent of the Administrative
Agent, such Pledgor will not (1) vote to enable, or take any other action
to permit, any Issuer to issue any stock or other equity interests of any
nature or to issue any other securities convertible into or granting the right
to purchase or exchange for any stock or other equity interests of any nature
of any Issuer other than as permitted under the Credit Agreement; (2) sell,
assign, transfer, exchange or otherwise dispose of, or grant any option with
respect to, the Pledged Collateral of such Pledgor, other than as expressly
permitted under the Credit Agreement; (3) create, incur or permit to exist
any Lien or option in favor of, or any claim of any Person with respect to, any
of the Pledged Collateral of such Pledgor, or any interest therein, other than
as expressly permitted under the Credit Agreement (including the security
interests created by this Agreement); or (4) enter into any agreement or
undertaking restricting the right or ability of such Pledgor or the
Administrative Agent to sell, assign or transfer any of the Pledged Collateral
of such Pledgor.


 


(c)           Such Pledgor shall maintain the security interest created
by this Agreement as a perfected security interest (unless otherwise expressly
permitted herein, including pursuant to Section 5(b)) and shall
defend such security interest against claims and demands of all Persons
whomsoever.  At any time and from time to
time, upon the written request of the Administrative Agent and at the sole
expense of such Pledgor, such Pledgor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as
the Administrative Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of this Agreement and of the rights and powers
herein granted.  If any amount payable
under or in connection with any of the Pledged Collateral of such Pledgor shall
be or become evidenced by any promissory note, other instrument or chattel
paper, such note, instrument or chattel paper shall be immediately delivered to
the Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent, to be held as Pledged Collateral pursuant to this
Agreement.  Each applicable Pledgor shall
cause each Issuer of Partnership Interests or LLC Interests to execute and
deliver to the Administrative Agent a transaction statement, substantially in
the form of Exhibit A hereto, and each such Pledgor shall execute
and deliver to each Issuer of Partnership Interests or LLC Interests a letter
substantially in the form of Exhibit B.


 


(d)           Such Pledgor shall pay, and save the Administrative Agent
and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be 


 


B-2-7

















 


payable
with respect to any of the Pledged Collateral of such Pledgor or in connection
with any of the transactions contemplated by this Agreement.


 


(e)           Such Pledgor will not, unless it shall give 20 days’
written notice to such effect to the Administrative Agent and any filings under
the Uniform Commercial Code in effect in any affected jurisdiction as the
Administrative Agent may reasonably request to maintain the perfected security
interest granted pursuant to this Agreement shall have been made, change its
state of organization or incorporation or its name, identity or corporate
structure such that any financing statement filed to perfect the Administrative
Agent’s interests under this Agreement would become seriously misleading
(provided that this clause (e) shall not be deemed to authorize any
change or transaction prohibited under the Credit Agreement).


 


(f)            Such Pledgor will furnish the Administrative Agent or any
Lender such information concerning the Pledged Collateral of such Pledgor as
the Administrative Agent (on its own behalf or on behalf of any Lender) may
from time to time reasonably request, and will permit the Administrative Agent
(on its own behalf or on behalf of any Lender) or any designee of the
Administrative Agent, from time to time at reasonable times and on reasonable
notice (or at any time without notice during the existence of an Event of
Default), to inspect, audit and make copies of and extracts from all records
and other papers in the possession of such Pledgor which pertain to the Pledged
Collateral, and will upon the request of the Administrative Agent at any time
when an Event of Default exists, deliver to the Administrative Agent all of
such records and papers.


 


6.             Cash Dividends; Voting Rights.  Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the Pledgors of the Administrative Agent’s intent to exercise its
corresponding rights pursuant to Section 7 below, each Pledgor
shall be permitted to receive all lawful cash dividends and cash distributions
paid, except as limited by the Credit Agreement or as required to be paid over
to the Administrative Agent pursuant to the other provisions of this Agreement,
in respect of the Pledged Collateral of such Pledgor and to exercise all voting
and corporate, member or partnership rights with respect to the Pledged
Collateral of such Pledgor; provided,
however, that no vote shall be
cast or corporate, member or partnership right exercised or other action taken
which, in the Administrative Agent’s reasonable judgment, would impair the
Pledged Collateral of such Pledgor or which would be inconsistent with or
result in any violation of any provision of the Credit Agreement, the Notes,
this Agreement or any other Loan Document.


 


7.             Rights of the Lenders and the Administrative Agent.  (a)  All money Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent for
the benefit of the Lenders in a Collateral Account which shall bear interest
for the benefit of the applicable Pledgor in accordance with the Administrative
Agent’s customary procedures for similar deposit accounts.  All Proceeds while held by the Administrative
Agent in a Collateral Account (or by the Pledgors in trust for the
Administrative Agent and the Lenders) shall continue to be held as collateral
security for all the Obligations of the applicable Pledgor and shall not
constitute payment thereof until applied as provided in Section 8(a).


 


(b)           If an Event of Default shall occur and be continuing and
the Administrative Agent shall give notice of its intent to exercise such rights
to the applicable 


 


B-2-8

















 


Pledgor,
(1) the Administrative Agent shall have the right to receive any and all
cash dividends and distributions paid in respect of the Pledged Collateral of
such Pledgor and make application thereof to the Obligations of such Pledgor
ratably in accordance with the terms of the Credit Agreement as payment of the
outstanding Obligations held by the Lenders, and (2) all shares of the
Pledged Stock and all LLC Interests and Partnership Interests shall be
registered in the name of the Administrative Agent or its nominee, and the
Administrative Agent or its nominee may thereafter exercise (A) all
voting, corporate and other rights pertaining to such shares of the Pledged
Stock at any meeting of shareholders of any Issuer or otherwise, (B) all
rights, powers and privileges with respect to the LLC Interests and Partnership
Interests and (C) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to the
Pledged Collateral of such Pledgor as if it were the absolute owner thereof
(including the right to exchange at its discretion any and all of the Pledged
Collateral upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate, limited liability company or
partnership structure of any Issuer, or upon the exercise by such Pledgor or
the Administrative Agent of any right, privilege or option pertaining to the
Pledged Collateral, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Collateral with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative
Agent shall have no duty to any Pledgor to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so
doing.


 


8.             Remedies.  (a) 
If an Event of Default shall have occurred and be continuing, at any time at
the Administrative Agent’s election, the Administrative Agent may apply all or
any part of Proceeds held in any Collateral Account in payment of the Obligations
in accordance with the terms of the Credit Agreement.


 


(b)           If an Event of Default shall have occurred and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted in this Agreement and in
any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code.  Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Pledgor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Pledged Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Pledged Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker’s
board or office of the Administrative Agent or any Lender or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of
any credit risk.  The Administrative Agent
or any Lender shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Pledged Collateral so sold, free of any right or
equity of redemption in the applicable Pledgor, which right or equity is hereby
waived or released.  The Administrative
Agent shall apply any Proceeds from time to time held by it and the net
proceeds 


 


B-2-9

















 


of
any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the Pledged
Collateral or in any way relating to the Pledged Collateral or the rights of
the Administrative Agent and the Lenders hereunder, including Attorney Costs of
the Administrative Agent, to the payment in whole or in part of the
Obligations, in accordance with the terms of the Credit Agreement as payment of
the outstanding Obligations held by the Lenders, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including Sections 9-608(a)(1)(C) or
9- 615(a)(3) of the Code, need the Administrative Agent account for the
surplus, if any, to the applicable Pledgor. 
To the extent permitted by applicable law, each Pledgor waives all
claims, damages and demands it may acquire against the Administrative Agent or
any Lender arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other
disposition of the Pledged Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition.  Each Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of Pledged Collateral of such Pledgor are insufficient to pay the
Obligations of such Pledgor.


 


9.             Registration Rights; Private Sales.  (a)  If the Administrative Agent shall
determine to exercise its right to sell any or all of the Pledged Collateral
pursuant to Section 8 hereof, and if in the opinion of the
Administrative Agent it is necessary or advisable to have the Pledged
Collateral, or that portion thereof to be sold, registered under the provisions
of the Securities Act, each applicable Pledgor will use its best efforts to
cause the Issuer thereof (1) to execute and deliver, and cause the
directors and officers of such Issuer to execute and deliver, all such instruments
and documents, and do or cause to be done all such other acts as may be, in the
opinion of the Administrative Agent, necessary or advisable to register the
Pledged Collateral, or that portion thereof to be sold, under the provisions of
the Securities Act, (2) to use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the Pledged
Collateral, or that portion thereof to be sold, and (3) to make all
amendments thereto and/or to the related prospectus which, in the opinion of
the Administrative Agent, are necessary or advisable, all in conformity with
the requirements of the Securities Act and the rules and regulations of
the Securities and Exchange Commission applicable thereto.  Each applicable Pledgor agrees to use its
best efforts to cause the such Issuer to comply with the provisions of the
securities or “Blue Sky” laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the
Securities Act.


 


(b)           Each Pledgor recognizes that the Administrative Agent may
be unable to effect a public sale of any or all the Pledged Collateral, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof.  Each Pledgor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner.  The


 


B-2-10














 


Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged
Collateral for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.


 


(c)           Each Pledgor further agrees to use its best efforts to do
or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Collateral pursuant to this Section valid
and binding and in compliance with any and all other applicable Requirements of
Law.  Each Pledgor further agrees that a
breach of any of the covenants contained in this Section will cause
irreparable injury to the Administrative Agent and the Lenders, that the
Administrative Agent and the Lenders have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in
this Section shall be specifically enforceable against such Pledgor, and
each Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no
Event of Default has occurred under the Credit Agreement.


 


(d)           In any sale the Administrative Agent will use its
commercially reasonable best efforts to obtain appropriate covenants to protect
the applicable Pledgor from liabilities under Section 15(f) of the
Investment Company Act of 1940.


 


10.           Irrevocable Authorization and Instruction to Issuer.  Each Pledgor hereby authorizes and agrees to
use its best efforts to cause each Issuer of its Pledged Collateral to comply
with any instruction received by it from the Administrative Agent in writing
that (a) states that an Event of Default has occurred and (b) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Pledgor, and such Pledgor agrees that such
Issuer shall be fully protected in so complying.


 


11.           Administrative Agent’s Appointment as Attorney-in-Fact.  (a)  Each Pledgor hereby irrevocably
constitutes and appoints the Administrative Agent and any officer or agent of
the Administrative 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 such Pledgor and in the name of such Pledgor or in the
Administrative Agent’s own name, from time to time in the Administrative Agent’s
discretion, for the purpose of carrying out the terms of this Agreement, 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 Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.


 


The rights and powers
granted to the Administrative Agent under this Section 11(a) will
not exist until the occurrence of an Event of Default and the giving of notice
required under Section 7(b). 
Any third party may rely upon certification by the Administrative Agent
that an Event of Default has occurred and such notice has been given.


 


(b)           Each Pledgor hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a).  All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are 


 


B-2-11

















 


irrevocable
until this Agreement is terminated and the security interests created hereby
are released.


 


12.           Duty of Administrative Agent.  The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Pledged
Collateral in its possession, under Section 9-207 of the Code or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar securities and property for its own account, except
that the Administrative Agent shall have no obligation to invest funds held in
any Collateral Account and may hold the same as demand deposits.  None of the Administrative Agent, any Lender
or any of their respective directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Pledged
Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Pledged Collateral upon the request of any
Pledgor or any other Person or to take any other action whatsoever with regard
to the Pledged Collateral or any part thereof.


 


13.           Financing Statements.  Each Pledgor authorizes the Administrative
Agent to file financing statements, continuation statements and amendments to
financing statements with respect to the Pledged Collateral of such Pledgor in
such form and in such filing offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative
Agent under this Agreement.  A carbon,
photographic or other reproduction of this Agreement shall be sufficient as a
financing statement for filing in any jurisdiction.


 


14.           Authority of Administrative Agent.  Each Pledgor acknowledges that the rights and
responsibilities of the Administrative Agent under this Agreement with respect
to any action taken by the Administrative Agent or the exercise or non-exercise
by the Administrative Agent of any option, voting right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the
Administrative Agent and such Pledgor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and neither any Pledgor nor any
Issuer shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


15.           Notices.  All
notices, requests and demands to or upon the Administrative Agent or any
Pledgor to be effective shall be in writing (or by fax or similar electronic
transfer confirmed in writing) and shall be deemed to have been duly given or
made (1) when delivered or (2) five days after being deposited in the
mail, postage prepaid or (3) if by fax or similar electronic transfer,
when sent and receipt has been confirmed, addressed to the Administrative Agent
or to the Borrower on behalf of, in each case the applicable Pledgor at its
address or transmission number for notices provided in Section 10.2 of the
Credit Agreement.  The Administrative
Agent and the Pledgors may change their addresses and transmission numbers for
notices by notice in the manner provided in this Section.


 


16.           Severability. 
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any 


 


B-2-12

















 


such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


17.           Amendments in Writing; No Waiver; Cumulative Remedies.  (a)  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified
except by a written instrument executed by the Pledgors and the Administrative
Agent.


 


(b)           Neither the Administrative Agent nor any Lender shall by
any act (except by a written instrument pursuant to Section 17(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or in any breach of any
of the terms and conditions hereof.  No
failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof.  No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  A waiver by
the Administrative Agent or any Lender of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent or such Lender would otherwise have on any future
occasion.


 


(c)           The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 


(d)           This Agreement may be supplemented and one or more
additional Persons may become parties hereto from time to time, as described in
and in accordance with the Credit Agreement, through the execution and delivery
to the Administrative Agent of a Pledge Agreement Supplement substantially in
the form of Annex I hereto.  Each
Pledgor agrees that the Administrative Agent may from time to time attach as Schedule
1 hereto an updated list of Pledged Collateral at the time of delivery of
such Pledge Agreement Supplement.


 


18.           Ratification and Guarantee.  (a)  Each Pledgor hereby confirms that,
pursuant to the Existing Pledge Agreement, it guaranteed to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due of the Guaranteed Obligations (as defined
in the Existing Pledge Agreement).  To
continue to guarantee the prompt and complete payment and performance when due
of the Guaranteed Obligations, each Pledgor hereby (i) ratifies and
restates such guaranty, and (ii) in addition, each Pledgor hereby jointly
and severally, absolutely, unconditionally and irrevocably, as primary obligor
and not merely as surety, guarantees to the Administrative Agent, for the
ratable benefit of the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Borrower when due of the Guaranteed Obligations.  The obligations of each Pledgor under this
paragraph shall be limited to the maximum amount of the Guaranteed Obligations
that such Pledgor may guaranty without rendering its obligations under this
paragraph void or voidable with respect to such Pledgor under any fraudulent
conveyance or fraudulent transfer law.


 


(b)           To the extent permitted by law, this Section shall be
construed as a continuing, absolute and unconditional and irrevocable guarantee
of payment without regard to 


 


B-2-13

















 


(i) the
validity or unenforceability of the Credit Agreement or any other Loan
Document, any of the Guaranteed Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any other Lender, (ii) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any Pledgor or any other Person against the Administrative Agent or
any Lender or any other Person, (iii) any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation of the Borrower under
any Loan Document or any Hedge Agreement, as the case may be, (iv) any
modification or amendment of or supplement to this Agreement, any other Loan
Document or any Hedge Agreement, as the case may be, (v) any release,
impairment, nonperfection or invalidity of any other guaranty for the
Guaranteed Obligations (or any portion thereof), (vi) any change in the
corporate existence, structure or ownership of the Borrower or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Borrower
or the Borrower’s assets or any resulting release or discharge of any
obligation of the Borrower contained in the Credit Agreement, any other Loan
Document or any Hedge Agreement or (vii) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower or any Pledgor) (other
than payment in full of the Guaranteed Obligations) which constitutes, or might
be construed to constitute, an equitable or legal discharge of the Borrower for
the Guaranteed Obligations, or of any Pledgor under this Agreement, in
bankruptcy or in any other instance.


 


(c)           Each Pledgor’s obligations as guarantor hereunder shall
remain in full force and effect until the Commitments shall have terminated and
all Guaranteed Obligations shall have been paid in full in cash.  If at any time any payment of principal,
interest or any other amount payable by the Borrower under or in connection
with the Credit Agreement, any other Loan Document or any Hedge Agreement is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower, any other Person or otherwise,
each Pledgor’s obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.


 


(d)           Each Pledgor irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against the
Borrower or any other Person.


 


(e)           Notwithstanding any payment made by or for the account of
the Borrower pursuant to this Section, no Pledgor shall be subrogated to any
right of the Administrative Agent or any Lender, or have any right to obtain
reimbursement from the Borrower, until such time as the Administrative Agent
and the Lenders shall have received final payment in cash of the full amount of
the Guaranteed Obligations and the Commitments shall have been terminated.


 


(f)            If acceleration of the time for payment of any amount
payable by the Borrower under the Credit Agreement, any other Loan Document or
any Hedge Agreement is stayed upon the insolvency, bankruptcy or reorganization
of the Borrower, all such amounts otherwise subject to acceleration under the
terms of the Credit Agreement shall nonetheless be payable by the Pledgors
hereunder forthwith on demand by the Administrative Agent.


 


B-2-14

















 


19.           Section Headings.  The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


20.           Successors and Assigns.  This Agreement shall be binding upon the
successors and assigns of the Pledgors and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns.


 


21.           Governing Law. 
This Agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.


 


22.           Submission to Jurisdiction; Waivers.  Each Pledgor hereby irrevocably and
unconditionally:


 


(a)           submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;


 


(b)           agrees that any such action or proceeding may be brought
in (or removed to) such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


 


(c)           agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Pledgor in care of the Borrower at its address in Section 10.2 of the
Credit Agreement or at such other address of which the Administrative Agent
shall have been notified pursuant thereto;


 


(d)           agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and


 


(e)           waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary, punitive or consequential
damages.


 


23.           WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY LAW, EACH PLEDGOR
AND (BY ACCEPTING THE BENEFITS HEREOF) THE ADMINISTRATIVE AGENT FOR ITSELF AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


 


24.           Certain Partnership Agreement and Limited Liability
Company Agreement Provisions.  Each
Pledgor to the extent permitted by applicable law, hereby irrevocably waives
any and all provisions of the Partnership Agreement and Limited Liability 


 


B-2-15

















 


Company
Agreement of each Subsidiary of such Pledgor (as applicable) that (a) prohibit,
restrict, condition or otherwise affect the grant hereunder of any Lien on any
of the Pledged Collateral (or any enforcement action which may be taken in
respect of any such Lien, including, without limitation, any foreclosure upon
or subsequent disposition of such equity interest by the Administrative Agent
or any Lender) or (b) otherwise conflict with the terms of this
Agreement.  In furtherance of the
foregoing, each Pledgor hereby agrees that, by its signature below, this
Agreement shall constitute the consent of such Pledgor under each Partnership
Agreement or Limited Liability Company Agreement of a Subsidiary of such
Pledgor (as applicable) to each of the transactions contemplated hereby
(including, without limitation, any foreclosure upon or subsequent disposition
of such equity interest by the Administrative Agent or any Lender), to the
extent any such consent is required thereunder.


 


[Remainder of
Page Left Intentionally Blank]


 


B-2-16

















 


IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be duly executed and delivered as of
the date first above written.


 


	
   

  	
  AMG/MIDWEST
  HOLDINGS, INC.

  AMG
  NEW YORK HOLDINGS CORP.

  AMG
  NORTH AMERICA HOLDING CORP.

  AMG
  NORTHEAST INVESTMENT CORP.

  AMG
  NORTHEAST HOLDINGS, INC.

  AMG/SOUTWESTGP
  HOLDINGS, INC.

  AMG/TBC
  HOLDINGS, INC.

  CATALYST
  ACQUISITION II, INC.

  FA
  (WY) ACQUISITION COMPANY, INC.

  FIRST
  QUADRANT CORP.

  J
  M H MANAGEMENT CORPORATION

  SUITE
  3000 HOLDINGS, INC.

  TMF
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  



 


[Signature
Page to Subsidiary Pledge Agreement]


 


B-1-17

















 


	
   

  	
  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 sole

  
	
   

  	
   

  	
  member
  and manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHICAGO
  ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc.,

  
	
   

  	
   

  	
  its
  Manager 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

  



 


[Signature
Page to Subsidiary Pledge Agreement]


 


B-2-18

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


[Signature
Page to Subsidiary Pledge Agreement]


 


B-2-19

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TIMES
  SQUARE 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:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELCH &
  FORBES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Clerk

  



 


[Signature
Page to Subsidiary Pledge Agreement]


 


B-2-20














 


ACKNOWLEDGEMENT AND CONSENT


 


Each of the undersigned
hereby acknowledges receipt of a copy of the Amended and Restated Subsidiary
Pledge Agreement (as amended, restated, supplemented or otherwise modified from
time to time, the “Pledge Agreement”) dated as of November 27,
2007, made by the Pledgors named therein, in favor of Bank of America, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) for
the various financial institutions (the “Lenders”) parties to the Credit
Agreement dated as of November 27, 2007. 
Each of the undersigned agrees for the benefit of the Administrative
Agent and the Lenders as follows:


 


Such undersigned will be
bound by the terms of the Pledge Agreement and will comply with such terms, in
each case, insofar as such terms are applicable to such undersigned and as
permitted by applicable law.


 


Such undersigned will notify
the Administrative Agent promptly in writing of the occurrence of any of the
events described in Section 5(a) of the Pledge Agreement with
respect to the undersigned.


 


The terms of Section 9(c) of
the Pledge Agreement shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it under or pursuant to or
arising out of Section 9 of the Pledge Agreement.


 


B-2-21

















 


	
   

  	
  AFFILIATED
  MANAGERS GROUP PTY LTD.

  AMG/FAMI
  INVESTMENT CORP.

  AMG
  NORTHEAST INVESTMENT CORP.

  FIRST
  QUADRANT CORP.

  MANAGERS
  DISTRIBUTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-22

















 


 


	
   

  	
  CHICAGO
  ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc., 

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHICAGO
  EQUITY PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Chicago
  Acquisition, LLC,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc.,

  
	
   

  	
   

  	
  its
  Manager 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

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-23

















 


	
   

  	
  GENESIS
  ASSET MANAGERS, LLP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  Genesis, LLC, its Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  New York Holdings Corp.,

  
	
   

  	
   

  	
  its
  Manager and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST
  QUADRANT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First
  Quadrant Corp.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRIESS
  ASSOCIATES OF DELAWARE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FA(DE)
  Acquisition Company, LLC, its

  
	
   

  	
   

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-24

















 


	
   

  	
  FRIESS
  ASSOCIATES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FA(WY)
  Acquisition Company, Inc., its

  
	
   

  	
   

  	
  Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRONTIER
  CAPITAL MANAGEMENT INCENTIVE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FCMC
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRONTIER
  CAPITAL MANAGEMENT COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FCMC
  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

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-25

















 


	
   

  	
  GOFEN
  AND GLOSSBERG, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, LLC, its Manager

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc., its Manager

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.M.
  HARTWELL LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  J
  M H Management Corporation, its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President 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

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-26

















 


	
   

  	
  RORER
  ASSET MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  PA Holdings Partnership,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  Northeast Holdings, Inc.,

  
	
   

  	
   

  	
  its
  Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLINE
  ASSET MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/Midwest
  Holdings, Inc., its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THIRD
  AVENUE HOLDINGS DELAWARE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EL-Train
  Acquisition LLC,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  New York Holdings Corp.,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-27

















 


 


	
   

  	
  TIMESSQUARE
  CAPITAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TimesSquare
  Manager Member, LLC,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AMG
  Northeast Holdings, Inc.,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWEEDY
  BROWNE COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AMG/TBC
  Holdings, Inc.,

  
	
   

  	
   

  	
  its
  Manager Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELCH &
  FORBES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Welch &
  Forbes, Inc.,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Kingston, III

  
	
   

  	
   

  	
  Name:

  	
  John
  Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Clerk

  



 


[Signature Page to
Subsidiary Pledge Agreement Acknowledgement and Consent]


 


B-2-28














 


EXHIBIT C TO


CREDIT AGREEMENT


 


FORM OF BORROWER CERTIFICATE


 


AFFILIATED MANAGERS GROUP, INC.


 


Pursuant
to subsection 5.1(d) of the Third Amended and Restated Credit Agreement
dated as of November 27, 2007 (the “Agreement”;
capitalized terms defined therein being used herein as therein defined) among
Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”), various financial institutions
and Bank of America, N.A., as Administrative Agent, the undersigned Responsible
Officer of the Borrower hereby certifies as follows:


 


1.             The representations and warranties
of the Borrower and each other Loan Party set forth in the Agreement and each
of the other Loan Documents to which each is a party or which are contained in
any certificate or financial statement furnished by or on behalf of the
Borrower or any other Loan Party pursuant to or in connection with any Loan
Document are true and correct in all material respects on and as of the date
hereof with the same effect as if made on the date hereof, except for
representations and warranties stated to relate to a specific earlier date, in
which case such representations and warranties were true and correct in all
material respects as of such earlier date.


 


2.             Exhibit A hereto sets forth
all consents or authorizations of, filings with, notices to or other acts by or
in respect of any Governmental Authority or any other Person required in
connection with the execution, delivery, performance, validity or
enforceability of, or the granting of any security interests under, the
Agreement and the other Loan Documents and such consents, authorizations and
filings are in full force and effect on the date hereof.


 


3.             No Default has occurred and is
continuing as of the date hereof or would result from the making of the Loans
on the date hereof.


 


4.             Since December 31, 2006, there
has been no development or event which has had or could reasonably be expected
to have a Material Adverse Effect.


 


5.            There are no liquidation or
dissolution proceedings pending or to my knowledge threatened against the
Borrower, nor has any other event occurred adversely affecting or to my
knowledge threatening the continued corporate existence of the Borrower after
the date hereof.


 


6.             The Debt Rating of the Borrower on
the date hereof is “BBB-” by S&P.


 


C-1

















 


IN
WITNESS WHEREOF, the undersigned has hereto set his or her name.


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Date:
November 27, 2007


 


C-2

















 


EXHIBIT D TO


CREDIT AGREEMENT


 


FORM OF OPINION OF BORROWER’S COUNSEL


 


[                  ]  [    ], 2007


 


To the Lenders and the Administrative Agent


party to the Credit Agreement


referred to below


c/o Bank of America, N.A., as Administrative Agent


101 North Tryon


Charlotte, North Carolina  28255


 


Ladies and Gentlemen:


 


This
opinion is being furnished to you pursuant to the Third Amended and Restated
Credit Agreement, dated as of the date hereof (the “Credit Agreement”),
among Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”),
and Bank of America, N.A., as Administrative Agent, and the several Lenders
from time to time parties thereto. 
Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings set forth in the Credit Agreement.


 


We
have acted as counsel to the Borrower, the Delaware corporations identified on Exhibit A
hereto (the “Delaware Corporations”), the Delaware limited liability
companies identified on Exhibit A hereto (the “Delaware LLCs”),
the Delaware partnership identified on Exhibit A hereto (the “Delaware
Partnership,” and, together with the Delaware Corporations, Delaware LLCs
and the Borrower, the “Delaware Entities”), Welch & Forbes, Inc.,
a Massachusetts corporation (“Welch”), and First Quadrant Corp., a New
Jersey corporation (“First Quadrant” and, together with the Delaware
Entities and Welch, the “Loan Parties”), in connection with the Credit
Agreement, the Pledge Agreements and the Notes being delivered today by the
Loan Parties under the Credit Agreement (which agreements and instruments are
referred to herein collectively as the “Credit Documents”).


 


We
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records and have made such investigation of
fact and such examination of law as we have deemed appropriate in order to
enable us to render the opinions set forth herein.  In conducting such investigation, we have
relied, without independent verification, upon certificates of officers of the
Borrower, public officials and other appropriate Persons, and on the
representations and warranties as to matters of fact and on the covenants as to
the application of proceeds contained in the Credit Documents.


 


The opinions expressed
herein are limited to matters governed by the laws of the State of New York and
the Commonwealth of Massachusetts, the General Corporation Law of the State of
Delaware, the Delaware Revised Uniform Partnership Act, the Delaware Limited
Liability Company Act, and the federal laws of the United States of America  and, in the
case of paragraph 13, Article 9 of the Uniform Commercial Code as in
effect in Delaware.  For purposes of


 


D-1

















 


rendering the opinions expressed below, we have
assumed that the Delaware Partnership is governed as a general partnership
under Delaware law.


 


We have assumed that First
Quadrant (a) is a corporation validly existing and in good standing under
the laws of the State of New Jersey and (b) has the corporate power to own
its property and assets, to conduct the business in which it is engaged, to
execute and deliver each of the Credit Documents to which it is a party and to
perform its obligations thereunder, and that First Quadrant has duly
authorized, executed and delivered the Credit Documents to which it is a party.


 


Based upon and subject to
the foregoing and subject to the additional qualifications set forth below, we
are of the opinion that:


 


1.                                     Each of the Borrower and the
Delaware Corporations (a) is a corporation validly existing and in good
standing under the laws of the State of Delaware and (b) has the corporate
power to own its property and assets, to conduct the business in which it is
engaged, to execute and deliver each of the Credit Documents to which it is a
party and to perform its obligations thereunder.


 


2.                                     Each of the Delaware LLCs (a) is
validly existing as a limited liability company and in good standing under the
laws of the State of Delaware and (b) has the company power to own its
property and assets, to conduct the business in which it is engaged, to execute
and deliver each of the Credit Documents to which it is a party and to perform
its obligations thereunder.


 


3.                                     The Delaware Partnership (a) is
validly existing as a partnership and in good standing under the laws of the
State of Delaware and (b) has the partnership power to own its property
and assets, to conduct the business in which it is engaged, to execute and
deliver each of the Credit Documents to which it is a party and to perform its
obligations thereunder.


 


4.                                     Welch (a) is a
corporation validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and (b) has the corporate power to own its
property and assets, to conduct the business in which it is engaged, to execute
and deliver each of the Credit Documents to which it is a party and to perform
its obligations thereunder.


 


5.                                     Each of the Delaware
Entities and Welch has duly authorized, executed and delivered each of the
Credit Documents to which it is party.


 


6.                                     Subject to the
qualifications set forth in the unnumbered paragraphs at the end hereof, each
of the Credit Documents constitutes the legal, valid and binding obligation of
such of the Loan Parties as is party thereto and is enforceable against each
such Person in accordance with its terms.


 


D-2

















 


7.                                     The execution and delivery
by the Loan Parties of the Credit Documents to which each such Person is party,
and the performance by each such Person of its obligations thereunder, (a) will
not violate any provision of any Massachusetts, New York or federal law,
statute, rule or regulation or of the General Corporation Law of the State
of Delaware, the Delaware Revised Uniform Partnership Act or the Delaware
Limited Liability Company Act, as applicable, (b) will not result in a
breach or violation of, or constitute a default (or an event that with notice
or the lapse of time, or both, would constitute a default), result in the
creation of a Lien or require the repurchase of securities under, any of the
agreements, instruments, court orders, judgments and decrees listed on Exhibit B
hereto or the acceleration of any indebtedness of the Loan Parties and (c) will
not violate or require the repurchase of securities under the governing
documents of any of the Delaware Entities or Welch.


 


8.                                     Except as may be required in
order to perfect the Liens contemplated by any of the Credit Documents, no
consent, approval, license or exemption by, or order or authorization of, or
filing, recording or registration with, any governmental authority under
Massachusetts, New York or federal law or the General Corporation Law of the
State of Delaware, the Delaware Revised Uniform Partnership Act or the Delaware
Limited Liability Company Act, as applicable, is required to be obtained by any
Loan Party in connection with the execution and delivery of the Credit
Documents to which such Person is party or the performance by each such Person
of its obligations thereunder.


 


9.                                     To our knowledge, after
having made inquiry of an officer of the Borrower but without having made any
other investigation, none of the Loan Parties is a party to any action, suit or
proceeding which places in question the validity or enforceability of, or seeks
to enjoin the performance of, the Credit Documents.


 


10.                               None of the Loan Parties is
an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company” within the meaning of the Public Utility Holding Company
Act of 1935, as amended.


 


11.                               Neither the making of the
Loans under the Credit Agreement, nor the application of the proceeds thereof
as provided in the Credit Agreement, will violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System.


 


12.                               Each of the Pledge
Agreements creates a valid security interest in favor of the Administrative
Agent in the Pledged Collateral (as defined in the Pledge Agreements) described
therein to the extent that such security interest can be created under Article 9
of the New York Uniform Commercial Code to secure the 


 


D-3

















 


Obligations and Guaranteed Obligations (each
as defined in the Pledge Agreements).


 


13.                               The initial financing
statements attached as Exhibit C (the “Delaware Financing
Statements”) are to be filed with the Secretary of State of Delaware.  The Credit Documents constitute authorization
by the debtor party thereto for the filing of the Delaware Financing Statements
for purposes of Section 9-509 of the Uniform Commercial Code of the State
of Delaware.  The Delaware Financing
Statements include all of the information required by Section 9-502(a) of
the Uniform Commercial Code of the State of Delaware.  Upon filing of the Delaware Financing
Statements with the Secretary of State of the State of Delaware (the “Delaware
Filing Office”), the security interests granted by the Credit Documents in
the Pledged Collateral described in the Delaware Financing Statements will be
perfected to the extent that a security interest in such Pledged Collateral can
be perfected under Article 9 of the Uniform Commercial Code of the State
of Delaware by the filing of a financing statement in the Delaware Filing
Office.


 


14.                               The initial financing
statement attached as Exhibit D (the “Massachusetts Financing
Statement”) is to be filed with the Secretary of State of the Commonwealth
of Massachusetts.  The Credit Documents
constitute authorization by the debtor party thereto for the filing of the
Massachusetts Financing Statement for purposes of Section 9-509 of the
Uniform Commercial Code of the Commonwealth of Massachusetts.  The Massachusetts Financing Statement
includes all of the information required by Section 9-502(a) of the
Uniform Commercial Code of the Commonwealth of Massachusetts.  Upon filing of the Massachusetts Financing
Statement with the Secretary of State of the Commonwealth of Massachusetts (the
“Massachusetts Filing Office”), the security interests granted by the
Credit Documents in the Pledged Collateral described in the Massachusetts
Financing Statement will be perfected to the extent that a security interest in
such Pledged Collateral can be perfected under Article 9 of the Uniform
Commercial Code of the Commonwealth of Massachusetts by the filing of a
financing statement in the Massachusetts Filing Office.


 


15.                               After giving effect to the
delivery in the State of New York to the Administrative Agent of the
certificates evidencing Pledged Collateral listed as certificated on Schedule 1
to the Pledge Agreements (collectively, the “Pledged Securities”) and
the related security powers pursuant to the Pledge Agreements, and assuming
that the Lenders had no “notice of an adverse claim” (as such term is used in
the New York Uniform Commercial Code) with respect to such Pledged Securities
at the time of delivery of such certificates to the Administrative Agent, the
security interest in such Pledged Securities created in favor of the
Administrative Agent under the Pledge Agreements constitutes a perfected
security interest in such 


 


D-4

















 


Pledged Securities, free of any “adverse claim” (as so defined) in the
New York Uniform Commercial Code.


 


Our  opinion
that the Credit Documents to which the Loan Parties are party constitute the
legal, valid and binding obligation of such of the foregoing Persons as are
party thereto, enforceable against each such Person party thereto in accordance
with its terms, is subject to (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application
affecting the rights and remedies of creditors and secured parties and (ii) general
principles of equity.


 


The opinions expressed
herein do not purport to cover, and we express no opinion with respect to, the
applicability of Section 548 of the federal Bankruptcy Code or any
comparable provision of state law.


 


The opinions expressed
herein are subject to the qualification that the enforceability of provisions
in the Credit Documents providing for indemnification or contribution may be
limited by public policy considerations. 
In addition, we express no opinion as to (i) the extent to which
broadly worded waivers may be enforced, (ii) the enforceability of any
provision of the Credit Documents which purports to grant the right of setoff
to an affiliate of a lender or a purchaser of a participation in the loans
outstanding thereunder, which permits the exercise of a right of setoff against
amounts not then due or which provides for interest on interest or automatic
compounding of interest, or (iii) the extent to which provisions providing
for conclusive presumptions or determinations, non-effectiveness of oral
modifications, arbitration, waiver of venue, or waiver of offset or defenses
will be enforced.  In connection with the
provisions of the Credit Documents whereby the parties submit to the
jurisdiction of the courts of the United States of America, we note the
limitations of 28 U.S.C. §§ 1331 and 1332 on subject matter jurisdiction of the
federal courts.


 


In addition, certain
provisions contained in the Credit Documents, including the grant of powers of
attorney thereunder, may be unenforceable in whole or in part, but the
inclusion of such provisions in the Credit Documents does not affect the
validity of any of the other provisions thereof, and the remaining provisions
of the Credit Documents are sufficient for the practical realization of the
benefits intended to be provided thereby.


 


We further express no
opinion as to the existence of, or as to the title of any Person who has
granted a security interest in any Pledged Collateral to, any item of Pledged
Collateral or (except to the extent set forth in paragraph 15 above) as to the
priority or (except to the extent set forth in paragraphs 13, 14 and 15) the
perfection of any security interest in the Pledged Collateral.  For purposes of paragraphs 13 and 14 above,
we express no opinion with respect to (a) security interests in any
commercial tort claims or (b) security interests in goods which are in
accession to, or commingled or processed with, other goods to the extent that a
security interest is limited by Section 9-336 of the Uniform Commercial
Code as in effect in Delaware and Massachusetts (the “Filing States”).  For purposes of our opinion in paragraphs 13
and 14 above, we have assumed that the debtors listed in the Delaware Financing
Statements and Massachusetts Financing


 


D-5

















 


Statement are not organized and have not filed any
certificates of domestication in any jurisdiction other than the applicable Filing
State.  We call your attention to the
fact that under certain circumstances set forth in Article 9 of the
Uniform Commercial Code of the respective Filing States, the filings referred
to in paragraphs 13 and 14 become ineffective as a result of changes occurring
after the date hereof and will terminate after five years after the original
filing date unless appropriate continuation statements are duly filed.  In addition, Section 552 of the
Bankruptcy Code limits the extent to which property acquired by a debtor after
the commencement of a case under the Bankruptcy Code may be subject to a lien
resulting from any security agreement entered into by the debtor before the
commencement of the case.


 


This opinion is being
furnished only to the Lenders and the Administrative Agent and is solely for
their benefit and the benefit of their participants and assignees permitted by
the Credit Documents.  This opinion may
not be relied upon for any other purpose or by any other Person, without our
prior written consent.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ropes & Gray LLP

  



 


D-6














 


EXHIBIT E TO


CREDIT AGREEMENT


 


FORM OF ASSIGNMENT AND ASSUMPTION(1)


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Third Amended and Restated Credit
Agreement identified below (as amended or otherwise modified from time to time
the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the
Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as
contemplated below, (i) all of the Assignor’s rights and obligations as a
Lender under the Credit Agreement and any document or instrument delivered
pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the
Lender under the Facility identified below (including, without limitation, the
Term Loans, the Revolving Loans and the Swingline Loans included in such
Facility) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.


 


	
  1.

  	
  Assignor:

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee:

  	
  [and
  is an

  
	
   

  	
  Affiliate
  of [identify Lender](2)]

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Borrower:          Affiliated
  Managers Group, Inc.

  



 






(1) Section 10.6(f) of
the Credit Agreement provides that prior to the disclosure of financial
information concerning the Borrower and its Affiliates to any prospective
Transferee, such prospective Transferee must execute a confidentiality
agreement substantially in the form of Exhibit F attached to the Credit
Agreement.


(2) Select
as applicable.


 


E-1

















 


4.             Administrative Agent: Bank of
America, N.A., as the administrative agent under the Credit Agreement.


 


5.                                       Credit
Agreement:                The Third
Amended and Restated Credit Agreement dated as of November 27, 2007 among
Affiliated Managers Group, Inc., various financial institutions and Bank
of America, N.A., as administrative agent.


 


6.             Assigned Interest:


 


	
  Facility
  Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders*

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment/Loans(3)

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


Effective Date:
                                    ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The
terms set forth in this Assignment and Assumption are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME
  OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME
  OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 






(3) Set forth, to at least 9 decimals, as a
percentage of the Commitments/Loans of all Lenders thereunder.


 


E-2

















 


	
  [Consented
  to and](4) Accepted:

  
	
   

  
	
  BANK
  OF AMERICA, N.A., as

  
	
  Administrative
  Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  
	
   

  
	
  [Consented
  to:](5)

  
	
   

  
	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  



 






(4) To
be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.


(5) To
be added only if the consent of the Borrower is required by the terms of the
Credit Agreement.


 


E-3

















 


EXHIBIT F TO


CREDIT AGREEMENT


 


FORM OF CONFIDENTIALITY AGREEMENT


 


[LETTERHEAD OF INFORMATION RECIPIENT]


 


                     
        ,          


 


[Name
and Address of
   Information Provider]


 


Dear
Sirs:


 


In connection with our
interest in entering into a transaction (“Transaction”) to purchase [a
participation interest in] [an assignment of] the rights of a Lender pursuant
to Section 10.6 of the Third Amended and Restated Credit Agreement dated
as of November 27, 2007 (as amended or otherwise modified from time to
time, the “Credit Agreement”) among Affiliated Managers Group, Inc. (the “Company”),
various financial institutions and Bank of America, N.A., as Administrative
Agent, the Company is furnishing us with certain information which is either
non-public, confidential or proprietary in nature.  All information furnished (irrespective of
the form of communication) to us, our agents or our representatives, including
without limitation attorneys, accountants, consultants and financial advisors
(collectively, “representatives”), by the Company or any of its
representatives, and all analyses, compilations, data, studies or other
documents prepared by us or our representatives containing, or based in whole
or in part on, any such furnished information or reflecting our review or
assessment of the Company are hereinafter collectively referred to as the “Information”.  In consideration of our being furnished with
the Information, we agree that:


 


1.             The Information will be kept
confidential, will not, without the prior written consent of the Company or
except as required by law (including to bank regulators and examiners) and then
only with prior written notice as soon as possible to the Company (provided
that such written notice shall not be required in the case of bank regulators
and examiners or to the extent prohibited by law or legal process), be
disclosed by us or our representatives, in any manner whatsoever, in whole or
in part, and will not be used by us or our representatives directly or
indirectly for any purpose other than evaluating a Transaction.  Moreover, we agree to transmit the
Information only to those representatives who need to know the Information for
the purpose of evaluating a Transaction, who are informed by us of the
confidential nature of the Information and who are provided with a copy of this
Confidentiality Agreement (this “Agreement”) and agree to be bound by the terms
of this Agreement.  We will be
responsible for any breach of this Agreement by our representatives.


 


2.             Without the Company’s prior written
consent, we and our representatives will not disclose to any other person the
fact that the Information has been made available, that 


 


F-1

















 


discussions or negotiations are taking place concerning a possible
transaction involving us and the Company or any of the terms, conditions or
other facts with respect to any such possible transaction, including the status
thereof, except as required by law (including to bank regulators and examiners)
and then only with prior written notice as soon as possible to the Company
(provided that such written notice shall not be required in the case of bank
regulators and examiners or to the extent prohibited by law or legal
process).  The term “person” as used in
this letter shall be interpreted to include, without limitation, the media and
any corporation, company, group, partnership or individual.


 


3.             The Information and all copies
thereof will be destroyed or returned immediately, without retaining any copies
thereof, (a) if we do not within a reasonable time proceed with a
Transaction or (b) at any earlier time that the Company so requests; provided
that we may retain copies of Information as required by law (including bank
regulations), pursuant to our customary document retention policies or in
back-up tapes or similar electronic form. 
Notwithstanding the return or destruction of the Information, we and our
representatives will continue to be bound by our obligations hereunder.


 


4.             This Agreement shall be inoperative
as to such portions of the Information which (a) are or become generally
available to the public other than as a result of a disclosure by us or our
representatives; (b) become available to us on a nonconfidential basis
from a source other than the Company or one of its representatives which has
represented to us that it is not bound by a confidentiality agreement with or
other contractual, legal or fiduciary obligation of confidentiality to the
Company or any other party with respect to any portion of the Information; or (c) were
known to us on a nonconfidential basis prior to its disclosure to us by the
Company or one of its representatives.


 


5.             We understand that the Company has
endeavored to include in the Information those materials which are believed to
be reliable and relevant for the purpose of our evaluation, but we acknowledge
that the Company and its representatives make no representation or warranty as
to the accuracy or completeness of the Information.  We agree that the Company and its
representatives shall have no liability to us or to any of our representatives
as a result of the use of the Information by us and our representatives, it
being understood that only those particular representations and warranties
which may be made by the Company in a definitive agreement, when, as and if it
is executed, and subject to such limitations and restrictions as may be
specified in such definitive agreement, shall have any legal effect.  We further agree that unless and until a
definitive agreement regarding a Transaction has been executed, neither we nor
the Company will be under any legal obligation of any kind whatsoever with
respect to any Transaction by virtue of this Agreement except for the matters
specifically agreed to herein.  We
acknowledge and agree that the Company reserves the right to exercise its
consent rights under the Credit Agreement (such consent not to be unreasonably
withheld or delayed).


 


6.             In the event that we or anyone to
whom we transmit the Information pursuant to this Agreement are requested or
become legally compelled (by oral questions, interrogatories, request for
information or documents, subpoena, criminal or civil investigative demand or
similar process) to disclose any of the Information, we will (so long as not
prohibited by law or legal process) provide the Company with prompt written
notice so that the Company may seek (with our cooperation, if so requested by
the Company) a protective order or other 


 


F-2

















 


appropriate remedy and/or waive compliance with the provisions of this
Agreement.  In the event that such
protective order or other remedy is not obtained, or the Company waives
compliance with the provisions of this Agreement, we will furnish only that
portion of the Information which is legally required and will exercise
reasonable efforts to obtain reliable assurance that confidential treatment
will be accorded the Information.


 


7.             We acknowledge that we are aware,
and we will advise our representatives who receive Information, that the U.S.
securities laws restrict any person who has material, non-public information
concerning the Company from purchasing or selling securities of the Company (and
options, warrants and rights relating thereto).


 


8.             We agree that the Company shall be
entitled to equitable relief, including injunction and specific performance, in
the event of any breach of the provisions of paragraph 1, 2, 3 or 6 of this
Agreement.  Such remedies shall not be
deemed to be the exclusive remedies for a breach of this Agreement by us or our
representatives but shall be in addition to all other remedies available at law
or equity.


 


9.             It is further understood and agreed
that no failure or delay by the Company in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege hereunder.


 


10.           This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed within such State.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF INFORMATION RECIPIENT]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


F-3














 


EXHIBIT G


TO CREDIT AGREEMENT


 


TERMS AND CONDITIONS OF
SUBORDINATED INDEBTEDNESS


 


Subordination Provisions


 


(a)           General. 
This
[                  ],
including all principal, interest, fees, costs, enforcement expense (including
legal fees and disbursements), and any other reimbursement and indemnity
obligations created or evidenced by this
[                    ],
or any prior, concurrent or subsequent notes, instruments, or agreements of
indebtedness, liabilities or obligations of any type or form whatsoever
relating thereto in favor of [the Payee] (“Subordinated Debt”) and any and all
documents or instruments evidencing, guaranteeing or securing directly or
indirectly any of the foregoing, whether now existing or hereafter created (“Subordinated
Documents”), shall be and hereby are subordinated and the payment thereof is
deferred until the full and final payment in cash of the Senior Debt, whether
now or hereafter incurred or owed by the Maker. 
Notwithstanding the immediately preceding sentence, the Maker shall be
permitted to pay, and [the Payee] shall be permitted to receive, any regularly
scheduled payment of interest or principal on this
[              ],
so long as at the time of such payment, such payment is permitted and no
default or event of default has occurred and is continuing, in each case under
the terms and provisions of any Senior Debt or would occur after giving effect
thereto.


 


(b)           Enforcement. 
[The Payee] will not take or omit to take any action or assert any claim
with respect to the Subordinated Debt or otherwise which is inconsistent with
the provisions of this Section [      ].  Without limiting the foregoing, [the Payee]
will not assert, collect or enforce the Subordinated Debt or any part thereof
or take any action to foreclose or realize upon the Subordinated Debt or any
part thereof or enforce any of the Subordinated Documents except (i) in
each such case as necessary, so long as no default or event of default has
occurred and is then continuing under the terms and provisions of any Senior
Debt or would occur after giving effect thereto, to collect any sums expressly
permitted to be paid by the Maker pursuant to Section [    ]
(a) above or (ii) to the extent (but only to such extent) that the
commencement of a legal action may be required to toll the running of any
applicable statute of limitations.  Until
the Senior Debt has been finally paid in full in cash, [the Payee] shall not
have any right of subrogation, reimbursement, restitution, contribution or
indemnity whatsoever from any assets of the Maker or any guarantor of or
provider of collateral security for any Senior Debt.  [The Payee] further waives any and all rights
with respect to marshalling.


 


(c)           Payments Held in Trust.  [The Payee] will hold in trust and
immediately pay over to the holders of Senior Debt, in the same form of payment
received, with appropriate endorsements, for application to the Senior Debt,
any cash (or cash equivalent) amount that the Maker pays to [the Payee] with
respect to the Subordinated Debt, or as collateral for the Senior Debt any
other assets of the Maker that [the Payee] may receive with respect to
Subordinated Debt, in each case except with respect to payments expressly
permitted pursuant to Section [    ] (a) above.


 


G-1

















 


(d)           Defense to Enforcement.  If [the Payee], in contravention of the terms
of this
[            ],
shall commence, prosecute or participate in any suit, action or proceeding
against the Maker, then the Maker may interpose as a defense or plea the
agreements in this
[          ], and any holder
of Senior Debt may intervene and interpose such defense or plea in its name or
in the name of the Maker.  If [the
Payee], in contravention of the terms of this
[                ],
shall attempt to collect any of the Subordinated Debt or enforce any of the
Subordinated Documents, then any holder of Senior Debt or the Maker may, by
virtue of this Agreement, restrain the enforcement thereof in the name of any
holder of Senior Debt or in the name of the Maker.  If [the Payee], in contravention of the terms
of this Agreement, obtains any cash or other assets of the Maker as a result of
any administrative, legal or equitable actions, or otherwise, [the Payee]
agrees forthwith to pay, deliver and assign to the holders of Senior Debt, with
appropriate endorsements, any such cash (or cash equivalent) for application to
the Senior Debt and any such other assets as collateral for the Senior Debt.


 


(e)           Bankruptcy, Etc.


 


(i)            At any meeting of creditors of the
Maker or in the event of any case or proceeding, voluntary or involuntary, for
the distribution, division or application of all or part of the assets of the
Maker or the proceeds thereof, whether such case or proceeding be for the
liquidation, dissolution or winding up of the Maker or its business, a
receivership, insolvency or bankruptcy case or proceeding, an assignment for
the benefit of creditors or a proceeding by or against the Maker for relief
under the federal Bankruptcy Code or any other bankruptcy, reorganization or
insolvency law or any other law relating to the relief of debtors, readjustment
of indebtedness, reorganization, arrangement, composition or extension or
marshalling of assets or otherwise, the holders of Senior Debt are hereby irrevocably
authorized at any such meeting or in any such proceeding to receive or collect
any cash or other assets of the Maker distributed, divided or applied by way of
dividend or payment, or any securities issued on account of any Subordinated
Debt, and apply such cash to or hold such other assets or securities as
collateral for the Senior Debt, and to apply to the Senior Debt any cash
proceeds of any realization upon such other assets or securities that the
holders of Senior Debt elect to effect, until all of the Senior Debt shall have
been paid in full in cash.


 


(ii)           Notwithstanding the foregoing
provisions of Section[      ](e)(i) above,
[the Payee] shall be entitled to receive and retain any securities of the Maker
or any other corporation or other entity provided for by a plan of
reorganization or readjustment provided that: (x) the payment of such
securities is subordinate, at least to the extent provided in this
[                    ]
with respect to Subordinated Debt, to the payment of all Senior Debt under any
such plan of reorganization or readjustment, (y) the rights of the holders
of the Senior Debt are not, without the consent of such holders, altered or
impaired by such arrangement, reorganization or readjustment, and (z) all
other terms of such arrangement, reorganization or readjustment are acceptable
to the holders of Senior Debt.


 


(iii)          [[The Payee] undertakes and agrees for
the benefit of each holder of Senior Debt to execute, verify, deliver and file
any proof of claim, consent, assignment or other instrument which any holder of
Senior Debt may at any time require in order to prove and realize upon any
right or claim pertaining to the Subordinated Debt and to effectuate the full
benefit of 


 


G-2

















 


the subordination contained herein; and upon failure of [the Payee] so
to do prior to 30 days before the expiration any such holder of Senior Debt
shall be deemed irrevocably appointed the agent and attorney-in-fact of [the
Payee] to execute, verify, deliver and file any such proof of claim, consent,
assignment or other instrument.](6)


 


(iv)          At any such meeting of creditors or in
the event of any such case or proceeding, [the Payee] shall not vote with
respect to any plan of partial or complete liquidation, reorganization,
arrangement, composition or extension, or take any other action in any way so
as to contest (i) the validity of any Senior Debt or any collateral
therefor or guaranties thereof, (ii) the relative rights and duties of any
holders of any Senior Debt established in any instruments or agreements
creating or evidencing any of the Senior Debt with respect to any of such
collateral or guaranties or (iii) [the Payee]’s obligations and agreements
set forth in this Agreement.


 


(f)            Freedom of Dealing.  [The Payee] agrees that the Maker may, from
time to time and at any time, incur additional Senior Debt as it deems
necessary, appropriate or desirable in its sole discretion.  [The Payee] agrees, with respect to any and
all Senior Debt and any and all collateral therefor or guaranties thereof, that
the Maker and the holders of Senior Debt may agree to increase the amount of
any Senior Debt or otherwise modify the terms of any Senior Debt, and the
holders of Senior Debt may grant extensions of the time of payment or
performance to and make compromises, including releases of collateral or
guaranties, and settlements with the Maker and all other persons, in each case
without the consent of [the Payee] and without affecting the agreements of [the
Payee] contained in this 
[              ];
provided, however,
that nothing contained in this Section [      ](f) shall
constitute a waiver of the right of the Maker itself to agree to or consent to
a settlement or compromise of a claim which any holder of Senior Debt may have
against the Maker.


 


(g)           Sale of Subordinated Debt.  [The Payee] will not, at any time while this
Agreement is in effect, sell, transfer, pledge, assign, hypothecate or
otherwise dispose of any Subordinated Debt to any person other than a person
who agrees in a writing, satisfactory in form and substance to the Maker and
the holders of a majority of the then outstanding principal amount of Senior
Debt, to be bound by all of the obligations of [the Payee] hereunder.  In the case of any such disposition by [the
Payee], [the Payee] will use its best efforts to notify each holder of Senior
Debt at least 10 days prior to the date of any of such intended disposition.


 


(h)           Continuation of Subordination.  To the extent that the Maker or any guarantor
of or provider of collateral for the Senior Debt makes any payment on the
Senior Debt that is subsequently invalidated, declared to be fraudulent or
preferential or set aside or is required to be repaid to a trustee, receiver or
any other party under any bankruptcy, insolvency or reorganization act, state
or federal law, common law or equitable cause (such payment being hereinafter
referred to as a “Voided Payment”), then to the extent of such
Voided Payment, that portion of the Senior Debt that had been previously
satisfied by such Voided Payment shall be revived and continue in full force
and effect (and continue to have the benefit of the subordination provisions
hereof) as if 


 






(6) This clause (iii) shall
only be required for Subordinated Payment Notes issued on or after the Closing
Date.


 


G-3

















 


such Voided Payment had
never been made.  To the extent that [the
Payee] has received any payments with respect to Subordinated Debt subsequent
to the date of the initial receipt of such Voided Payment by a holder of Senior
Debt and such payments have not been invalidated, declared to be fraudulent or
preferential or set aside or required to be repaid to a trustee, receiver, or
any other party under any bankruptcy act, state or federal law, common law or
equitable cause, [the Payee] shall be obligated and hereby agrees that any such
payment so made or received shall be deemed to have been received in trust for
the benefit of the recipient of the Voided Payment, and [the Payee] hereby
agrees to pay to the recipient of the Voided Payment, upon demand, the full
amount so received by [the Payee] during such period of time to the extent
necessary fully to restore to the recipient of the Voided Payment the amount of
such Voided Payment.


 


(i)            Continuing Agreement.  The provisions of this Section [    ]
constitute a continuing agreement and shall be binding upon the Maker and [the
Payee] and their successors and assigns, and inure to the benefit of and be
enforceable by each holder of Senior Debt and their successors, transferees and
assigns.


 


For purposes of these subordination provisions,
Senior Debt would be defined as follows:


 


“Senior
Debt” means (i) all indebtedness of the Maker for or relating
to money borrowed from banks or other institutional lenders or evidenced by a
note, bond, debenture or similar instrument and financing leases, including any
extension or renewals thereof, whether outstanding on the date hereof or
hereafter created or incurred, which is not by its terms subordinate and junior
to or on a parity with the
[                  ]s,
(ii) all guaranties by the Maker, 
which are not by their terms subordinate and junior to or on a parity
with the
[              ]s,
of indebtedness of any subsidiary if such indebtedness would have been Senior
Debt pursuant to the provisions of clause (i) of
this sentence had it been indebtedness of the Maker, (iii) all obligations
of the Maker in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for account of the Maker,
and (iv) all obligations of the Maker in connection with an interest rate
swap, cap or collar agreement or similar arrangement between the Maker and one
or more financial institutions providing for the transfer or mitigation of
interest risks either generally or under specific contingencies, in each case
including all principal, interest (including, without limitation, any interest
accruing subsequent to the commencement of bankruptcy, insolvency or similar
proceedings with respect to the Maker, whether or not such interest is
allowable as a claim in any such proceeding), fees, costs, enforcement expenses
(including legal fees and disbursements), collateral protection expenses and
other reimbursement or indemnity obligations created or evidenced by any prior,
concurrent, or subsequent notes, instruments or agreements of indebtedness,
liabilities or obligations of any type or form whatsoever relating to any of
the foregoing.  Senior Debt shall
expressly include any and all interest accruing and out-of-pocket costs or
expenses incurred after the date of any filing by or against the Maker of any
petition under the federal Bankruptcy Code or any other bankruptcy, insolvency,
or reorganization act regardless of whether the claim of any holder of Senior
Debt therefor is allowed or allowable in the case or proceeding relating
thereto.


 


G-4

















 


EXHIBIT H TO

CREDIT AGREEMENT


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement
Date:                ,
20    


 


To:                              Bank of America, N.A., as
Administrative Agent,

and the Lenders under the Credit Agreement referred to below


 


Ladies
and Gentlemen:


 


Please refer to the Third
Amended and Restated Credit Agreement dated as of November 27, 2007 (as
amended or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms defined therein being used herein as therein defined) among
Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”),
various financial institutions and Bank of America, N.A., as Administrative
Agent.


 


The undersigned Responsible
Officer hereby certifies as of the date hereof that he/she is the
[                                      ]
of the Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Borrower, and
that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


 


1.             Attached hereto as Schedule 1 are the year-end
audited financial statements required by Section 6.1(a) of the Credit
Agreement for the fiscal year ended as of the Financial Statement Date
specified above (the “Statement Date”), together with the report and
opinion of an independent certified public accountant required by such section.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


 


1.             Attached hereto as Schedule 1 are the unaudited
financial statements required by Section 6.1(b) of the Credit
Agreement for the fiscal quarter ended as of the Financial Statement Date
specified above (the “Statement Date”). 
Such financial statements fairly present, in all material respects, the
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.


 


2.             The undersigned has reviewed and is familiar with the
terms of the Credit Agreement and has made, or has caused to be made under
his/her supervision, a detailed review of the transactions and condition
(financial or otherwise) of the Borrower during the period covered by the
attached financial statements with a view to determining whether during such
period the Borrower performed and observed all its obligations under the Loan
Documents, and


 


[select one:]


 


[to the best knowledge of
the undersigned no Default exists.]


 


H-1

















 


—or—


 


[the following covenants or
conditions have not been performed or observed and the following is a list of
each such Default and its nature and status:]


 


3.             The financial covenant analyses and information set
forth on Schedule 2 attached hereto are true and accurate on and as of
the Statement Date.


 


4.             Schedule 3 describes any material change in
accounting policies or financial reporting practices by the Borrower or any
Restricted Subsidiary.


 


5.            Schedule 4 sets forth a listing for each
Investment Firm of its aggregate assets under management as of the Statement
Date.


 


6.             Schedule 5 sets forth a listing of all
Acquisitions of new Investment Firms consummated during the most recently ended
fiscal quarter for which more than $50,000,000 but less than $150,000,000 in
aggregate consideration (including any non-cash consideration) was paid,
together with all documents required pursuant to Section 6.2(e) of
the Credit Agreement.


 


7.             Schedule 6 sets forth a listing of all
Acquisitions of new Investment Firms consummated during the most recently ended
fiscal quarter for which less than $50,000,000 in aggregate consideration
(including any non-cash consideration) was paid.


 


8.             Schedule 7 sets forth a listing of all
Acquisitions of additional Capital Stock of any existing Investment Firm
consummated during the most recently ended fiscal quarter.


 


9.             Schedule 8 sets forth a listing of all
acquisitions of incremental equity interests of any entity that is at the time
of the acquisition of such interests already the subject of a pledge
consummated during the most recently ended fiscal quarter.


 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of
            ,
20    .


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


H-2














 


EXHIBIT I TO

CREDIT AGREEMENT


 


FORM OF BORROWING NOTICE


 


Date:                ,
20    


 


To:          Bank of America, N.A., as
Administrative Agent


 


Ladies
and Gentlemen:


 


Please refer to the Third
Amended and Restated Credit Agreement dated as of November 27, 2007 (as
amended or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms defined therein being used herein as therein defined) among
Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”),
various financial institutions and Bank of America, N.A., as Administrative
Agent.


 


[A.]       The Borrower hereby
requests a borrowing of Revolving Loans:


 


1.             Comprised of [Eurodollar][ABR] Loans.


 


2.             In the amount of
$                      .


 


3.             On [specify Borrowing Date].


 


4.             For Eurodollar Loans: with an Interest Period of
           [months][weeks].


 


[B.         The Borrower hereby
requests a borrowing of the Term Loans(8):


 


1.             Comprised of [Eurodollar][ABR] Loans.


 


2.             In the amount of
$                      .


 


3.             On [November 27, 2007 (the Closing
Date)][                
    , 20     (the Increase Effective
Date)].


 


4.             For Eurodollar Loans: with an Interest Period of
           [months][weeks].]


 


The Borrower hereby represents and warrants that the conditions
specified in Sections 5.2(a) and (b) shall be satisfied on and as of
the Borrowing Date.


 






(8) To
be completed solely in connection with the initial borrowing of the Term Loan
on the Closing Date or a borrowing of an Incremental Term Loan made in
connection with an increase in the aggregate amount of the Term Loan
Commitments pursuant to Section 2.3 of the Credit Agreement.


 


I-1

















 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


I-2

















 


EXHIBIT J TO

CREDIT AGREEMENT


 


FORM OF CONVERSION/CONTINUATION NOTICE


 


Date:                ,
20    


 


To:          Bank of America, N.A., as
Administrative Agent


 


Ladies
and Gentlemen:


 


Please refer to the Third
Amended and Restated Credit Agreement dated as of November 27, 2007 (as
amended or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms defined therein being used herein as therein defined) among
Affiliated Managers Group, Inc., a Delaware corporation (the “Borrower”),
various financial institutions and Bank of America, N.A., as Administrative
Agent.


 


[FOR
CONVERSIONS]


 


The Borrower hereby requests
a conversion of [Revolving][Term] Loans comprised of [Eurodollar][ABR] Loans:


 


1.            On [specify conversion date].


 


2.            Such Loans are to be converted into
[ABR][Eurodollar] Loans.


 


3.            The aggregate amount of
[Revolving][Term] Loans to be converted is
$                .


 


4.            [For conversion into Eurodollar Loans only]  The Interest Period for such Eurodollar Loans
shall be           
[months][weeks].


 


[FOR
CONTINUATIONS]


 


The Borrower hereby requests
a continuation of [Revolving][Term] Loans comprised of Eurodollar Loans:


 


1.            On [specify continuation date].


 


2.                                       The Interest
Period for such continued Eurodollar Loans shall be
           [months][weeks].


 


The Borrower hereby
certifies that no Event of Default exists.(9)


 






(9) This certification is applicable to
conversions to Eurodollar Loans and continuations of Eurodollar Loans.


 


J-1

















 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


J-2














 


EXHIBIT K TO

CREDIT AGREEMENT


 


FORM OF JOINDER AGREEMENT


 


[Date]


 


Bank of America, N.A., as Administrative Agent

under the Credit Agreement referred to below

Attention:


 


Ladies/Gentlemen:


 


Please refer to the Third
Amended and Restated Credit Agreement dated as of November 27, 2007 (as
amended or otherwise modified from time to time, the “Credit Agreement”)
among the Borrower, various financial institutions and Bank of America, N.A.,
as Administrative Agent.  Capitalized
terms used but not defined herein have the respective meanings set forth in the
Credit Agreement.


 


In connection with the
increase in the Aggregate Commitments from
$                    
to $                    
pursuant to Section 2.3 of the Credit Agreement, the undersigned confirms
that it has agreed to become a Lender under the Credit Agreement with a
[Revolving Credit][Term Loan] Commitment of
$                    
effective on                     
    , 20     (the “Increase
Effective Date”).


 


The undersigned (a) acknowledges
that it has received a copy of the Credit Agreement and the Schedules and
Exhibits thereto, together with copies of the most recent financial statements
delivered by the Borrower pursuant to the Credit Agreement, and such other
documents and information as it has deemed appropriate to make its own credit
and legal analysis and decision to become a Lender under the Credit Agreement;
and (b) agrees that it will, independently and without reliance upon the
Administrative Agent 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 and legal decisions in taking or not taking action under the Credit
Agreement.


 


The undersigned represents
and warrants that (i) it is duly organized and existing and it has full
power and authority to take, and has taken, all action necessary to execute and
deliver this Joinder Agreement and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement; and (ii) no
notices to, or consents, authorizations or approvals of, any Person are
required (other than any already given or obtained) for its due execution and
delivery of this Joinder Agreement or the performance of its obligations as a
Lender under the Credit Agreement.


 


The undersigned agrees to
execute and deliver such other instruments, and take such other actions, as the
Administrative Agent or the Borrower may reasonably request in connection with
the transactions contemplated by this Joinder Agreement.


 


K-1

















 


The following administrative details apply to the undersigned:


 


(A)          Notice Address:


 


Legal name:


Address:


 


 


Attention:


Telephone: 
(      )


Facsimile: 
(      )


 


(B)           Payment Instructions:


 


Account No.:


At:


 


 


Reference:


Attention:


 


The undersigned acknowledges
and agrees that, on the date on which the undersigned becomes a Lender under
the Credit Agreement as set forth in the second paragraph hereof, the
undersigned (a) will be bound by the terms of the Credit Agreement as
fully and to the same extent as if the undersigned were an original Lender
under the Credit Agreement and (b) will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 


This Joinder Agreement shall
be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This
Joinder Agreement may be executed in any number of counterparts, which together
shall constitute one instrument. 
Delivery of an executed counterpart of a signature page of this
Joinder Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Joinder Agreement. 
This Joinder Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF NEW LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


K-2

















 


Acknowledged
and consented to as of


                                   ,
20    


 


BANK
OF AMERICA, N.A., as Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


Acknowledged
and consented to as of


                                   ,
20     


 


AFFILIATED
MANAGERS GROUP, INC., as Borrower


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


K-3

















 


EXHIBIT L TO


CREDIT AGREEMENT


 


FORM OF DESIGNATION CERTIFICATE


 


AFFILIATED MANAGERS GROUP, INC.


 


Pursuant to subsection 10.16
of the Third Amended and Restated Credit Agreement dated as of November 27,
2007 (as amended or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms defined therein being used herein as therein
defined) among Affiliated Managers Group, Inc., a Delaware corporation
(the “Borrower”), various financial institutions
and Bank of America, N.A., as Administrative Agent, the Borrower [designates
                        ,
which is being [created/acquired] concurrently herewith, as an Unrestricted
Subsidiary.] [irrevocably designates
                        ,
which currently is an Unrestricted Subsidiary, as a Restricted Subsidiary,
effective immediately.]


 


The Borrower certifies that
no Default has occurred and is continuing or would result from the foregoing
designation.


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


L-1

















 


EXHIBIT M TO


CREDIT AGREEMENT


 


FORM OF

SUBSIDIARY GUARANTY


 


This SUBSIDIARY GUARANTY
dated as of
                        ,
200     (as amended, restated, supplemented or otherwise
modified from time to time, this “Guaranty”) is made by the parties
signatory hereto (each a “Guarantor” and collectively, the “Guarantors”)
in favor of Bank of America, N.A., as administrative agent (in such capacity,
the “Administrative Agent”), and the Lenders (as defined below) under
the 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 Affiliated Managers Group, Inc.
(the “Borrower”), various financial institutions (the “Lenders”)
and the Administrative Agent.


 


WITNESSETH:


 


WHEREAS, pursuant to the
Credit Agreement, the Lenders have severally agreed to make Loans (as defined
in the Credit Agreement) to the Borrower;


 


WHEREAS, each Guarantor will
benefit from the making of the Loans and is willing to guaranty the Guaranteed
Obligations (as defined below); and


 


NOW, THEREFORE, each
Guarantor agrees with the Administrative Agent, for the ratable benefit of the
Administrative Agent and the Lenders, as follows:


 


1.             Definitions and Interpretation.
(a) Unless otherwise defined herein, capitalized terms used herein have
the respective meanings given to them in the Credit Agreement.


 


(a)           The following terms shall have the
following meanings:


 


“Guaranteed Obligations” means the collective reference to the
unpaid principal of and interest on the Loans and all other obligations and
liabilities of the Borrower to the Administrative Agent and the Lenders
(including interest accruing at the then applicable rate provided in the Credit
Agreement after the maturity of the Loans and interest accruing at the then
applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, that may arise under, out of or in connection
with the Credit Agreement, any Hedge Agreement entered into by the Borrower
with any Lender, any other Loan Document or any other document made, delivered
or given in connection therewith, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including all fees and disbursements of counsel to the
Administrative Agent or to the Lenders that are required to be paid by the
Borrower pursuant to the terms of the Credit Agreement, any other Loan
Document, any letter of credit or any Hedge Agreement).


 


M-1

















 


“Hedge Agreement” means, as to any Person, all interest rate,
commodity, foreign currency and financial market swaps, options, futures and
other hedging arrangements, including caps or collar agreements or similar
arrangements, entered into by such Person.


 


(b)           The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Guaranty shall refer to this
Guaranty as a whole and not to any particular provision of this Guaranty, and Section references
are to this Guaranty unless otherwise specified.


 


(c)           The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


(d)           The term “including” is not limiting
and means “including without limitation”.


 


2.             Guarantee. (a) Each
Guarantor hereby jointly and severally, absolutely, unconditionally and
irrevocably, as primary obligor and not merely as surety, guarantees to the
Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrower when due and payable (whether
at the stated maturity, by acceleration or otherwise) of the Guaranteed
Obligations. The obligations of each Guarantor under this Guaranty shall be
limited to the maximum amount of the Guaranteed Obligations that such Guarantor
may guaranty without rendering its obligations under this Guaranty void or
voidable with respect to such Guarantor under any fraudulent conveyance or
fraudulent transfer law.


 


(b)           To the extent permitted by law, the
guaranty hereunder shall be construed as a continuing, absolute and
unconditional and irrevocable guaranty of payment without regard to (i) the
validity or unenforceability of the Credit Agreement or any other Loan
Document, any of the Guaranteed Obligations or any collateral security therefor
or other guaranty or right of offset with respect thereto at any time or from
time to time held by the Administrative Agent or any other Lender; (ii) any
defense, set-off or counterclaim (other than a defense of payment or
performance) that may at any time be available to or be asserted by the
Borrower or any Guarantor or any other Person against the Administrative Agent
or any Lender or any other Person, (iii) any extension, renewal,
settlement, compromise, waiver or release in respect of any obligation of the
Borrower under any Loan Document or any Hedge Agreement, (iv) any
modification or amendment of or supplement to this Guaranty, any other Loan
Document or any Hedge Agreement, (v) any release, impairment or invalidity
of any other guaranty for the Guaranteed Obligations (or any portion thereof), (vi) any
change in the corporate existence, structure or ownership of the Borrower or
any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Borrower or the Borrower’s assets or any resulting release or
discharge of any obligation of the Borrower contained in the Credit Agreement,
any other Loan Document or any Hedge Agreement or (vii) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower
or any Guarantor), other than payment in full of the Guaranteed Obligations,
that constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Guaranteed Obligations, or of any Guarantor
under this Guaranty, in bankruptcy or in any other instance.


 


M-2

















 


(c)           Each Guarantor’s obligations
hereunder shall remain in full force and effect until the Commitments have
terminated and all Guaranteed Obligations have been paid in full in cash. If at
any time any payment of principal, interest or any other amount payable by the
Borrower under or in connection with the Credit Agreement, any other Loan
Document or any Hedge Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of the Borrower, any
other Person or otherwise, each Guarantor’s obligations hereunder with respect
to such payment shall be reinstated as though such payment had been due but not
made at such time.


 


(d)           Each Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Borrower or any other Person.


 


(e)           Notwithstanding any payment made by
or for the account of the Borrower pursuant to this Section, no Guarantor shall
be subrogated to any right of the Administrative Agent or any Lender, or have
any right to obtain reimbursement from the Borrower, until such time as the
Administrative Agent and the Lenders shall have received final payment in cash
of the full amount of the Guaranteed Obligations and the Commitments shall have
terminated.


 


(f)            If acceleration of the time for
payment of any amount payable by the Borrower under the Credit Agreement, any
other Loan Document or any Hedge Agreement is stayed upon the insolvency,
bankruptcy or reorganization of the Borrower, all such amounts otherwise
subject to acceleration under the terms of the Credit Agreement shall
nonetheless be payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent.


 


3.             Notices. All notices,
requests and demands hereunder shall be given, and shall be deemed received, in
accordance with the provisions of Section 10.2 of the Credit Agreement.
Each Guarantor (a) irrevocably designates the Borrower as its agent to
receive any such notice, request or demand and (b) agrees that any notice
received, or deemed received, by the Borrower shall conclusively be deemed to
have been received by such Guarantor.


 


4.             Severability. Any provision
of this Guaranty that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating 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.


 


5.             Amendments in Writing; No
Waiver; Cumulative Remedies. (a) None of the terms or provisions of
this Guaranty may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by the Guarantors and the Administrative
Agent.


 


(b)           Neither the Administrative Agent nor
any Lender shall by any act (except by a written instrument pursuant to clause
(a) above), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay 


 


M-3

















 


in exercising, on the part of the Administrative Agent
or any Lender, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or such
Lender would otherwise have on any future occasion.


 


(c)           The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 


(d)           One or more additional Persons may
become parties hereto from time to time, as described in and in accordance with
the Credit Agreement, by executing and delivering to the Administrative Agent a
counterpart signature page hereof. Immediately upon such execution and
delivery (and without any further action), each such additional Person will
become a party to, and will be bound by all of the terms of, this Guaranty.


 


6.             Section Headings. The
section headings used in this Guaranty are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.


 


7.             Successors and Assigns. This
Guaranty shall be binding upon the Guarantors and their-respective successors
and assigns and shall inure to the benefit of the Administrative Agent and the
Lenders and their respective successors and assigns.


 


8.             Governing Law. This Guaranty
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.


 


9.             Submission to Jurisdiction;
Waivers. Each Guarantor hereby irrevocably and unconditionally:


 


(a)           submits for itself and its property
in any legal action or proceeding relating to this Guaranty, or for recognition
and enforcement of any judgment in respect hereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;


 


(b)           agrees that any such action or
proceeding may be brought in (or removed to) such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service of process in any
such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such Guarantor in care of the Borrower at its address
provided in Section 10.2 of the Credit Agreement or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;


 


M-4

















 


(d)           agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or limit the right to sue in any other jurisdiction; and


 


(e)           waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.


 


10.           WAIVER OF JURY TRIAL. TO THE
EXTENT PERMITTED BY LAW, EACH GUARANTOR AND (BY ACCEPTING THE BENEFITS HEREOF)
THE ADMINISTRATIVE AGENT FOR ITSELF AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


M-5

















 


IN WITNESS WHEREOF, the
undersigned have caused this Subsidiary Guaranty to be duly executed and
delivered as of the date first above written.


 


[LIST GUARANTORS]


 


M-6

















 


	
   

  	
  Additional
  signature page for the Subsidiary Guaranty dated as of
                        ,
  20     issued by various subsidiaries of Affiliate
  Managers Group, Inc. (the “Borrower”) in favor of Bank of America, N.A.,
  as administrative agent (in such capacity, the “Administrative Agent”) under
  the Third Amended and Restated Credit Agreement dated as of November 27,
  2007 among the Borrower, various financial institutions and the
  Administrative Agent (as amended, restated, supplemented or otherwise
  modified from time to time).

  
	
   

  	
   

  
	
   

  	
  The
  undersigned is executing a counterpart hereof for purposes of becoming a
  party hereto:

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


M-7














 


SCHEDULE
I


 


LENDER
COMMITMENTS/LOANS


 


EFFECTIVE AS OF NOVEMBER 27, 2007


 


	
  Lender

  	
   

  	
  Revolving
  Credit

  Commitment

  	
   

  	
  Revolving
  Credit

  Facility Commitment

  Percentage

  	
   

  	
  Term
  Loan

  Commitment/ Term

  Loans

  	
   

  	
  Term
  Loan Facility

  Commitment

  Percentage

  	
   

  	
  Aggregate

  Commitments

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  60,000,000.00

  	
   

  	
  8.000000000

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  60,000,000.00

  	
   

  	
  6.315789474

  	
  %

  
	
  LaSalle
  Bank National Association

  	
   

  	
  $

  	
  37,500,000.00

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  37,500,000.00

  	
   

  	
  3.947368421

  	
  %

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  52,500,000.00

  	
   

  	
  7.000000000

  	
  %

  	
  $

  	
  12,500,000.00

  	
   

  	
  6.250000000

  	
  %

  	
  $

  	
  65,000,000.00

  	
   

  	
  6.842105263

  	
  %

  
	
  JPMorgan
  Chase Bank, N.A.

  	
   

  	
  $

  	
  52,500,000.00

  	
   

  	
  7.000000000

  	
  %

  	
  $

  	
  20,000,000.00

  	
   

  	
  10.000000000

  	
  %

  	
  $

  	
  72,500,000.00

  	
   

  	
  7.631578947

  	
  %

  
	
  Calyon
  New York Branch

  	
   

  	
  $

  	
  52,500,000.00

  	
   

  	
  7.000000000

  	
  %

  	
  $

  	
  20,000,000.00

  	
   

  	
  10.000000000

  	
  %

  	
  $

  	
  72,500,000.00

  	
   

  	
  7.631578947

  	
  %

  
	
  U.S.
  Bank National Association

  	
   

  	
  $

  	
  52,500,000.00

  	
   

  	
  7.000000000

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  52,500,000.00

  	
   

  	
  5.526315789

  	
  %

  
	
  RBS
  Citizens, National Association

  	
   

  	
  $

  	
  52,500,000.00

  	
   

  	
  7.000000000

  	
  %

  	
  $

  	
  20,000,000.00

  	
   

  	
  10.000000000

  	
  %

  	
  $

  	
  72,500,000.00

  	
   

  	
  7.631578947

  	
  %

  
	
  TD
  BankNorth, N.A.

  	
   

  	
  $

  	
  45,000,000.00

  	
   

  	
  6.000000000

  	
  %

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.500000000

  	
  %

  	
  $

  	
  60,000,000.00

  	
   

  	
  6.315789474

  	
  %

  
	
  Union
  Bank of California, N.A.

  	
   

  	
  $

  	
  45,000,000.00

  	
   

  	
  6.000000000

  	
  %

  	
  $

  	
  15,000,000.00

  	
   

  	
  7.500000000

  	
  %

  	
  $

  	
  60,000,000.00

  	
   

  	
  6.315789474

  	
  %

  
	
  Credit
  Suisse, Cayman Islands Branch

  	
   

  	
  $

  	
  33,333,333.34

  	
   

  	
  4.444444445

  	
  %

  	
  $

  	
  16,666,666.66

  	
   

  	
  8.333333330

  	
  %

  	
  $

  	
  50,000,000.00

  	
   

  	
  5.263157895

  	
  %

  
	
  Merrill
  Lynch Bank USA

  	
   

  	
  $

  	
  33,333,333.33

  	
   

  	
  4.444444444

  	
  %

  	
  $

  	
  16,666,666.67

  	
   

  	
  8.333333335

  	
  %

  	
  $

  	
  50,000,000.00

  	
   

  	
  5.263157895

  	
  %

  
	
  Deutsche
  Bank AG New York Branch

  	
   

  	
  $

  	
  33,333,333.33

  	
   

  	
  4.444444444

  	
  %

  	
  $

  	
  16,666,666.67

  	
   

  	
  8.333333335

  	
  %

  	
  $

  	
  50,000,000.00

  	
   

  	
  5.263157895

  	
  %

  
	
  The
  Bank of Nova Scotia

  	
   

  	
  $

  	
  37,500,000.00

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  22,500,000.00

  	
   

  	
  11.250000000

  	
  %

  	
  $

  	
  60,000,000.00

  	
   

  	
  6.315789474

  	
  %

  
	
  Sovereign
  Bank

  	
   

  	
  $

  	
  37,500,000.00

  	
   

  	
  5.000000000

  	
  %

  	
  $

  	
  12,500,000.00

  	
   

  	
  6.250000000

  	
  %

  	
  $

  	
  50,000,000.00

  	
   

  	
  5.263157895

  	
  %

  
	
  Comerica
  Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  3.333333333

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  25,000,000.00

  	
   

  	
  2.631578947

  	
  %

  
	
  Societe
  Generale

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  3.333333333

  	
  %

  	
  $

  	
  12,500,000.00

  	
   

  	
  6.250000000

  	
  %

  	
  $

  	
  37,500,000.00

  	
   

  	
  3.947368421

  	
  %

  
	
  Chang
  Hwa Commercial Bank, Ltd.

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  2.666666667

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  20,000,000.00

  	
   

  	
  2.105263158

  	
  %

  
	
  First
  Commercial Bank New York Agency (Taiwan)

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  2.666666667

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  20,000,000.00

  	
   

  	
  2.105263158

  	
  %

  
	
  Malayan
  Banking Berhad, New York Branch

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  2.000000000

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  15,000,000.00

  	
   

  	
  1.578947368

  	
  %

  
	
  E.Sun
  Commercial Bank, Ltd., Los Angeles Branch

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  1.333333333

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  10,000,000.00

  	
   

  	
  1.052631579

  	
  %

  
	
  Taipei
  Fubon Commercial Bank

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  1.333333333

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  0.000000000

  	
  %

  	
  $

  	
  10,000,000.00

  	
   

  	
  1.052631579

  	
  %

  
	
  Total

  	
   

  	
  $

  	
  750,000,000.00

  	
   

  	
  100.000000000

  	
  %

  	
  $

  	
  200,000,000.00

  	
   

  	
  100.000000000

  	
  %

  	
  $

  	
  950,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 














 


SCHEDULES


 


TO


 


CREDIT
AGREEMENT

EFFECTIVE AS OF NOVEMBER 27, 2007


 


(other
than schedule I)


 


Terms used herein and not defined herein have the
meaning ascribed thereto in the Credit Agreement to which these Schedules are
attached.


 


Inclusion of any item in these Schedules is neither
an admission nor an acknowledgment of such item’s materiality nor an admission
or an acknowledgment that such item has had or could or would or could
reasonably be expected to have a Material Adverse Effect or is outside the ordinary
course of business of the Borrower or its Subsidiaries.  Certain items included in these Schedules may
not technically be required by the language of the specific representation or
warranty, but are being included for informational purposes.


 


Each document or agreement referenced in these
Schedules has been made available to the Administrative Agent and the Lenders
or their counsel.  References to an
agreement include references to that agreement as amended through the date
hereof.


 

















 


Schedule
4.1


 


Financial
condition


 


1.                                       Refer to the
Borrower’s Annual Report on Form 10-K for the year ended December 31,
2006, as well as to portions of the Borrower’s 2007 Proxy Statement filed
pursuant to Regulation 14A, Forms 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007, and Forms 8-K dated January 24,
2007, February 2, 2007, February 9, 2007, April 25, 2007, July 25,
2007, October 16, 2007, October 18, 2007 and October 24, 2007.


 


2.                                       In connection
with the Borrower’s investment in AQR Capital Management in November 2004,
under the terms of Section 1.6 of the Purchase Agreement dated as of November 22,
2004 by and among the Borrower, Topspin Acquisition, LLC, AQR Capital
Management, LLC and the other parties named therein, Topspin Acquisition, LLC,
as further consideration for the sale of the acquired interests to Topspin
Acquisition, LLC at the closing, agreed to make specified additional payments
to AQR owners over several years if certain significant revenue targets are
met.


 


3.                                       From December 31,
2006 through the Closing Date the Borrower has not sold, transferred or
otherwise disposed of any material part of its business or property.


 


4.                                       In October 2007,
the Borrower entered into a definitive agreement to acquire a majority equity
interest in Cooke & Bieler. 
Under the terms of Section 1.6 of the Purchase Agreement dated as
of October 24, 2007, a wholly-owned subsidiary of the Borrower agreed to
make specified additional payments to certain selling parties in future years
if certain specified targets are met.


 


5.                                       In November 2007,
the Borrower acquired a minority equity interest in ValueAct Capital.  Under the terms of Section 1.6 of the
Purchase Agreement dated as of November 8, 2007, a wholly-owned subsidiary
of the Borrower agreed to make specified additional payments to certain selling
parties over several years if certain specified targets are met.


 


6.                                       The Borrower is
a party to a $50,000,000 notional amount interest swap contract with US Bank to
exchange the difference between fixed-rate and floating-rate interest
amounts.  The net fair value of the
Borrower’s interest rate swap was $245,647 as of September 30, 2007.  The Borrower estimates the fair value of
derivatives based on quoted market prices.


 


7.                                       The Borrower is
a party to a $75,000,000 notional amount interest swap contract with Bank of
America to exchange the difference between fixed-rate and floating-rate
interest amounts.  The net fair value of
the Borrower’s interest rate swap was $621,578 as of September 30,
2007.  The Borrower estimates the fair
value of derivatives based on quoted market prices.


 


8.                                       The Borrower is
a party to a $25,000,000 notional amount interest swap contract with LaSalle
Bank N.A. to exchange the difference between fixed-rate and floating-rate interest
amounts.  The net fair value of the
Borrower’s interest rate swap was $219,857 as 


 


2

















 


of
September 30, 2007.  The Borrower
estimates the fair value of derivatives based on quoted market prices.


 


9.                                       On October 12,
2007, the Borrower entered into a prepaid forward purchase contract (the “Forward
Purchase Contract”) with an affiliate of Merrill Lynch & Co. (the “Counterparty”)
pursuant to which the Borrower will purchase approximately 1.6 million shares of
its common stock from the Counterparty for approximately $206 million.  The Forward Purchase Contract, if not settled
earlier, would settle on October 12, 2012 (the “Settlement Date”).  At any time prior to the Settlement Date, the
Counterparty has the option to settle the Forward Purchase Contract in whole or
in part through physical settlement.


 


10.                                 The Borrower entered into a
series of agreements in March 2006 that provide the Borrower the option to
repurchase a specified number of shares of its common stock at a weighted
average price of $99.59 per share.  In September 2007,
the Company exercised 337,000 options pursuant to the 2006 agreements, and used
a portion of the proceeds to enter into another series of agreements that
provide the Borrower the option to repurchase up to 800,000 shares of its
common stock at a weighted average price of $120.89 per share at specified
times during the fourth quarter of 2007 and the first quarter of 2008.


 


3

















 


Schedule
4.2


 


Certain
Changes


 


1.                                       From January 1,
2007 through September 30, 2007, the Borrower repurchased 1,779,089 shares
of its common stock for an aggregate purchase price of $198,217,514.


 


2.                                       As more fully
described in the Borrower’s Annual Report on Form 10-K, the Borrower’s
revenue is largely determined by increases or decreases in assets under
management from, among other things, changes in the value of assets that are
attributable to fluctuations in the equity markets.


 


3.                                       Refer to the
Borrower’s Annual Report on Form 10-K for the year ended December 31,
2006, as well as to portions of the Borrower’s 2007 Proxy Statement filed
pursuant to Regulation 14A, Forms 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007, and Forms 8-K dated January 24,
2007, February 2, 2007, February 9, 2007, April 25, 2007, July 25,
2007, October 16, 2007, October 18, 2007 and October 24, 2007.


 


4

















 


Schedule
4.9


 


Taxes


 


None.


 


5

















 


Schedule
4.13


 


SCHEDULE
OF SUBSIDIARIES AND OTHER OWNERSHIP INTERESTS

(in alphabetical order)


 


WHOLLY OWNED SUBSIDIARIES OF THE BORROWER


 


1455486 Ontario Inc., an Ontario corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp., AMG Canada
Corp. and Covington Capital Corp.)


 


1588153 Ontario Limited, an Ontario corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


2001 MOW Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


2001 TV1 Productions GP Inc. a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


2001 TV 2 Productions GP Inc. a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


9106-6001 Quebec Inc., a Quebec corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp., AMG Canada
Corp. and 1588153 Ontario Limited)


 


AMG Canada Corp., incorporated in Nova Scotia
(through AMG/North America Holding Corp. and AMG/FAMI Investment Corp.)


 


AMG Genesis LLC, a Delaware limited liability
company (through AMG New York Holdings Corp.)


 


AMG New York Holdings Corp., a Delaware corporation


 


AMG Northeast Holdings, Inc., a Delaware
corporation (formerly known as Edward C. Rorer & Co., Inc., a
Delaware corporation)


 


AMG Northeast Investment Corp., a Delaware
corporation (formerly known as E.C. Rorer II, Inc., a Delaware
corporation) (through AMG Northeast Holdings, Inc.)


 


AMG PA Holdings Partnership, (formerly known as E.C.
Rorer Partnership, a Delaware general partnership) (through AMG Northeast
Investment Corp. and AMG Northeast Holdings, Inc.)


 


AMG Properties LLC, a Delaware limited liability
company


 


AMG/FAMI Investment Corp., incorporated in Nova
Scotia (through AMG/North America Holding Corp.)


 


AMG/Midwest Holdings, Inc., a Delaware
corporation


 


6

















 


AMG/Midwest Holdings, LLC, a Delaware limited
liability company (through AMG/Midwest Holdings, Inc.)


 


AMG/North America Holding Corp., a Delaware
corporation


 


AMG/SouthwestGP Holdings, Inc., a Delaware
corporation


 


AMG/TBC Holdings, Inc., a Delaware corporation


 


Affiliated Managers Group Pty Ltd, an Australian
company (through AMG New York Holdings Corp.)


 


Avenging Film Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Blade TV Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


B&D Labour Consultants Inc., an Ontario
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


Catalyst Acquisition II, Inc. a Delaware
Corporation


 


CEFLP Inc., an Ontario corporation, (through
AMG/North America Holding Corp., AMG/FAMI Investment Corp., AMG Canada Corp.
and Covington Capital Corp.)


 


Chicago Acquisition, LLC, a Delaware limited
liability company (through AMG/Midwest Holdings, Inc.)


 


Cinegate Financial Services Inc., an Ontario
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


Cinegate Production Management Services 2001 Inc., a
Canadian corporation (through AMG/North America Holding Corp., AMG/FAMI
Investment Corp., AMG Canada Corp. and FIAMI Production Management Services
2001 Inc.)


 


Covington Capital Corporation, a Nova Scotia
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Covington Life Sciences Corporation, an Ontario
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Inc., AMG Canada Corp. and Covington Capital Corp.)


 


Covington Marketing Group Inc., an Ontario
corporation, (through AMG/North America Holding Corp., AMG7FAMI Investment
Corp., AMG Canada Corp. and Covington Capital Corp.)


 


Digicorp Production GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


7

















 


EIEIO Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


El-Train Acquisition LLC, a Delaware limited
liability company (through AMG New York Holdings Corp.)


 


Espionage Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


FA (DE) Acquisition Company, LLC, a Delaware limited
liability company


 


FA (WY) Acquisition Company, Inc. a Delaware
corporation


 


FCMC Holdings, LLC, a Delaware limited liability
company


 


FIAMI Production Management Services 2001 Inc., a
Canadian corporation (through AMG/North America Holding Corp., AMG/FAMI
Investment Corp. and AMG Canada Corp.)


 


Films Beyond GP Inc./Beyond Films GP Inc. a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


First Asset Capital Management (III) Inc., an
Ontario corporation, (through AMG/North America Holding Corp., AMG/FAMI
Investment Corp. and AMG Canada Corp.)


 


First Asset Funds Inc., a Canada corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


First Asset Power Funds II Inc., an Ontario
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp. and First Asset Funds Inc.)


 


First Asset Power Funds Inc., an Ontario
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp. and First Asset Funds Inc.)


 


First Asset Resources Inc., an Ontario corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


First Quadrant Corp., a New Jersey corporation
(through First Quadrant Holdings, LLC)


 


First Quadrant Holdings, LLC, a Delaware limited
liability company


 


Frontier Capital Management Incentive, LLC, a
Delaware limited liability company (through FCMC Holdings, Inc.)


 


Hypercube Production GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Jeremiah Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


8

















 


J M H Management Corporation, a Delaware corporation


 


K-19 Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Life Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Mooseface Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


NGB Management Inc., an Ontario corporation (through
AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG Canada
Corp.)


 


Pacemaker Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Prides Crossing Holdings, LLC, a Delaware limited
liability company


 


Profiler Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Quartet Capital Corporation, an Ontario corporation
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Red Mile Syndication Inc., an Ontario corporation
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp., AMG Canada
Corp. and FIAMI Production Management Services 2001 Inc.)


 


Rock Band I Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Seacliff Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Sins Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Sleepless Films GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Smallville 1 Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Smoochy GP Inc., a Canadian corporation, (through
AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG Canada
Corp.)


 


SSDD Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


9

















 


Stargate Productions V GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


Stark Raving Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Still Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Suite 3000 Holdings, Inc., a Delaware
corporation


 


TD Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


TFH Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Times-Square Manager Member, LLC, a Delaware limited
liability company (through AMG Northeast Holdings, Inc. and AMG Northeast
Investment Corp.)


 


T&J Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


TMF Corp., a Delaware corporation


 


Topspin Acquisition, LLC a Delaware limited
liability company


 


Tuxedo Productions GP Inc., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Virginia’s Run Productions GP Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Welch & Forbes, Inc., a Massachusetts
corporation


 


ENTITIES THAT ARE NOT WHOLLY-OWNED AND IN WHICH THE BORROWER HAS A
MAJORITY INTEREST (DIRECT AND INDIRECT)


 


Advantage Outsourcing Solutions, LLC, a Delaware limited
liability company (through AMG Northeast Holdings, Inc., AMG Northeast
Investment Corp, AMG PA Holdings Partnership and Rorer Asset Management, LLC)


 


Chicago Equity Partners, LLC, a Delaware limited
liability company (through Chicago Acquisition, LLC and AMG/Midwest Holdings, Inc.)


 


Essex Investment Management Company, LLC, a Delaware
limited liability company (directly and through TMF Corp.)


 


10














 


First Quadrant, L.P., a Delaware limited partnership
(through First Quadrant Corp. and First Quadrant Holdings, LLC)


 


Foyston Gordon & Payne Inc., a Canadian
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


Friess Associates of Delaware, LLC, a Delaware
limited liability company (through FA (DE) Acquisition Company, LLC)


 


Friess Associates, LLC, a Delaware limited liability
company (through FA (WY) Acquisition Company, Inc.)


 


Frontier Capital Management Company, LLC, a Delaware
limited liability company (through FCMC Holdings, Inc. and TMF Corp.)


 


Genesis Asset Managers LLP, a Delaware limited
liability partnership (through AMG New York Holdings Corp. and AMG Genesis LLC)


 


Genesis Investment Management, LLP, a UK limited
liability partnership (through AMG New York Holdings Corp., AMG Genesis LLC and
Genesis Asset Managers LLP)


 


Gofen and Glossberg, L.L.C., a Delaware limited
liability company (through AMG/Midwest Holdings, LLC and AMG/Midwest Holdings, Inc.)


 


J.M. Hartwell Limited Partnership, a Delaware
limited partnership (through J M H Management Corporation and AMG New York
Holdings Corp.)


 


Managers Distributors, Inc., a Delaware
corporation (through Managers Investment Group LLC and TMF Corp.)


 


Managers Investment Group LLC, a Delaware limited
liability company (through TMF Corp.)


 


MBI Acquisition Corp., a Canadian corporation
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


MJ Whitman LLC, a Delaware limited liability company
(through AMG New York Holdings Corp., El-Train Acquisition LLC and Third Avenue
Holdings Delaware LLC)


 


Montrusco Bolton Inc., a Canadian corporation
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp., AMG Canada
Corp. and MBI Acquisition Corp.)


 


Montrusco Bolton Investments Inc., a Canadian
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp., MBI Acquisition Corp. and Montrusco Bolton Inc.)


 


Montrusco Capital Management Inc., a Canadian
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp., MBI Acquisition Corp. and Montrusco Bolton Inc.)


 


11

















 


New GAML Holdco, Ltd., incorporated in the Cayman
Islands (through AMG New York Holdings Corp., AMG Genesis LLC and Genesis Asset
Managers LLP)


 


New Millennium Venture Partners Inc., an Ontario
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp. and through 1455486 Ontario, Inc., Covington Capital
Corporation, AMG Canada Corp., AMG/FAMI Investment Corp. and AMG/North America
Holding Corp.)


 


Private Debt LLC, a Delaware limited liability
company (through AMG New York Holdings Corp., El-Train Acquisition LLC, Third
Avenue Holdings Delaware LLC and MJ Whitman LLC)


 


Rorer Asset Management, LLC, a Delaware limited
liability company (through AMG PA Holdings Partnership, AMG Northeast
Investment Corp. and AMG Northeast Holdings, Inc.)


 


Skyline Asset Management, L.P., a Delaware limited
partnership (directly and, as of October 7, 2005, through AMG/Midwest
Holdings, Inc.)


 


Systematic Financial Management, L.P., a Delaware
limited partnership


 


The Renaissance Group LLC, a Delaware limited
liability company


 


Third Avenue Holdings Delaware LLC, a Delaware
limited liability company (through AMG New York Holdings Corp. and El-Train
Acquisition LLC)


 


Third Avenue Management LLC, a Delaware limited
liability company (through AMG New York Holdings Corp., El-Train Acquisition
LLC and Third Avenue Holdings Delaware LLC)


 


Timesquare Capital Management, LLC, a Delaware
limited liability company (through AMG Northeast Holdings, Inc., AMG
Northeast Investment Corp. and Timessquare Manager Member LLC)


 


Tweedy Browne Company LLC, a Delaware limited
liability company (through AMG/TBC Holdings, Inc.)


 


Welch & Forbes LLC, a Delaware limited
liability company (directly and through Welch & Forbes, Inc.)


 


ENTITIES IN WHICH THE BORROWER HAS A MINORITY INTEREST (DIRECT AND
INDIRECT)


 


AQR Capital Management Holdings, LLC, a Delaware
limited liability corporation (through Topspin Acquisition, LLC)


 


AQR Capital Management II, LLC, a Delaware limited
liability corporation (through Topspin Acquisition, LLC and AQR Capital
Management Holdings, LLC)


 


12

















 


AQR Capital Management, LLC, a Delaware limited
liability corporation (through Topspin Acquisition, LLC and AQR Capital
Management Holdings, LLC)


 


Beutel, Goodman & Company Ltd., a Canada
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp. and First Asset Capital Management (III) Inc.)


 


Catalyst GP, LLC (through Catalyst Acquisition II, Inc.)


 


Davis Hamilton Jackson & Associates, L.P.,
a Delaware limited partnership (through AMG/SouthwestGP Holdings, Inc. and
AMG/TBC Holdings, Inc.)


 


Deans Knight Capital Management Ltd., a Canadian
corporation (through AMG North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


DFD Select Group Limited, incorporated on the Island
of Guernsey (formerly known as DFD Capital Limited)


 


DFD Select Group Management (Ireland) Limited,
incorporated in Ireland (through DFD Select Group, Limited)


 


DFD Select Group, LLC, a New York limited liability
company (through DFD Select Group Limited)


 


DFD Select Group, S.A.R.L., formed in Paris, France
(through DFD Select Group Limited)


 


FQN Management, LLC, a Delaware limited liability
company (through First Quadrant, L.P., First Quadrant Corp. and First Quadrant
Holdings, LLC)


 


Louisbourg Investment Inc., a New Brunswick
corporation (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp., MBI Acquisition Corp., Montrusco Bolton Inc. and
Montrusco Bolton Investments Inc.)


 


Montrusco Bolton Focus Global Fund Ltd., a Cayman
Islands corporation (through AMG/North America Holding Corp., AMG/FAMI
Investment Corp., AMG Canada Corp., MBI Acquisition Corp., Montrusco Bolton
Inc. and Montrusco Bolton Investments Inc.)


 


ValueAct Holdings, LP, a Delaware limited
Partnership (through ValueAct Holdings GP, LLC and Catalyst Acquisition II, Inc.)


 


ValueAct Holdings GP, LLC, a Delaware limited
liability company (through Catalyst Acquisition II, Inc.)


 


ValueAct Capital Management, L.P., a Delaware
limited partnership (through ValueAct Holdings LP, ValueAct Holdings GP, LLC
and Catalyst Acquisition II, Inc.)


 


13

















 


ValueAct Capital Management, LLC, a Delaware limited
liability company (through ValueAct Capital Management, L.P., ValueAct Holdings
L.P., ValueAct Holdings GP, LLC and Catalyst Acquisition II, Inc.)


 


Wilshire Financial Services Inc., an Ontario
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp., AMG Canada Corp. and First Asset Resources Inc.)


 


Wilshire Financial Services Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) Corp., a Canadian corporation,
(through AMG/North America Holding Corp., AMG/FAMI Investment Corp. and AMG
Canada Corp.)


 


Wilshire Financial Services 2006 Inc., a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 3 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 4 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 6 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 7 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment Corp.
and AMG Canada Corp.)


 


Wilshire (GP) No. 8 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 9 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 10 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


Wilshire (GP) No. 11 Corporation, a Canadian
corporation, (through AMG/North America Holding Corp., AMG/FAMI Investment
Corp. and AMG Canada Corp.)


 


14

















 


Schedule 6.9


 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1455486 ONTARIO INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1588153 ONTARIO LIMITED

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001 MOW PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001 TV1 PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2001 TV2 PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9106-6001 QUEBEC INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADVANTAGE OUTSOURCING
  SOLUTIONS, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AFFILIATED MANAGERS GROUP
  PTY LTD

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG CANADA CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG GENESIS LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG NEW YORK HOLDINGS
  CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG NORTHEAST HOLDINGS,
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG NORTHEAST INVESTMENT
  CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG PA HOLDINGS
  PARTNERSHIP (F/K/A E.C. RORER PARTNERSHIP)

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG PROPERTIES LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/FAMI INVESTMENT CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


15

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/MIDWEST HOLDINGS, INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/MIDWEST HOLDINGS, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/NORTH AMERICA HOLDING
  CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/SOUTHWESTGP HOLDINGS,
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMG/TBC HOLDINGS, INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AVENGING FILM PRODUCTIONS
  GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B&D LABOUR CONSULTANTS
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BLADE TV PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CATALYST ACQUISITION II,
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CEFLP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHICAGO ACQUISITION, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHICAGO EQUITY PARTNERS,
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINEGATE FINANCIAL
  SERVICES INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINEGATE PRODUCTION
  MANAGEMENT SERVICES 2001 INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVINGTON CAPITAL
  CORPORATION

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVINGTON LIFE SCIENCES
  CORPORATION

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVINGTON MARKETING GROUP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


16

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DIGICORP PRODUCTION GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EIEIO PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EL-TRAIN ACQUISITION LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESPIONAGE PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESSEX INVESTMENT
  MANAGEMENT COMPANY, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FA (DE) ACQUISITION
  COMPANY, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FA (WY) ACQUISITION
  COMPANY, INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FCMC HOLDINGS LLC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIAMI PRODUCTION
  MANAGEMENT SERVICES 2001 INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FILMS BEYOND GP INC/BEYOND
  FILMS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST ASSET CAPITAL
  MANAGEMENT (III) INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST ASSET FUNDS INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST ASSET POWER FUNDS II
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST ASSET POWER FUNDS
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST ASSET RESOURCES INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST QUADRANT CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST QUADRANT HOLDINGS,
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  



 


17

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST QUADRANT, L.P.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FOYSTON GORDON &
  PAYNE INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FRIESS ASSOCIATES, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FRIESS ASSOCIATES OF
  DELAWARE, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FRONTIER CAPITAL
  MANAGEMENT COMPANY, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FRONTIER CAPITAL
  MANAGEMENT INCENTIVE, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENESIS ASSET MANAGERS LLP

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENESIS INVESTMENT MANAGEMENT,
  LLP

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GOFEN AND GLOSSBERG,
  L.L.C.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HYPERCUBE PRODUCTION GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J M H MANAGEMENT
  CORPORATION

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J.M. HARTWELL LIMITED
  PARTNERSHIP

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JEREMIAH PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K-19 PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIFE PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MANAGERS DISTRIBUTORS,
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


18

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MANAGERS INVESTMENT GROUP
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MBI ACQUISITION CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MJ WHITMAN LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MONTRUSCO BOLTON INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MONTRUSCO BOLTON
  INVESTMENTS INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MONTRUSCO CAPITAL
  MANAGEMENT INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MOOSEFACE PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW GAML HOLDCO, LTD

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW MILLENNIUM VENTURE PARTNERS
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NGB MANAGEMENT INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PACEMAKER PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRIDES CROSSING HOLDINGS,
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRIVATE DEBT LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PROFILER PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QUARTET CAPITAL
  CORPORATION

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED MILE SYNDICATION INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROCK BAND I PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


19

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RORER ASSET MANAGEMENT,
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEACLIFF PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SINS PRODUCTION GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SKYLINE ASSET MANAGEMENT,
  L.P.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SLEEPLESS FILMS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMALLVILLE 1 PRODUCTIONS
  GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMOOCHY GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SSDD PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARGATE PRODUCTIONS V GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARK RAVING PRODUCTIONS
  GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STILL PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUITE 3000 HOLDINGS, INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SYSTEMATIC FINANCIAL
  MANAGEMENT, L.P.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T&J PRODUCTIONS GP
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TD PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TFH PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE RENAISSANCE GROUP LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


20

















 


	
  Subsidiary

  	
   

  	
  Restricted

  Subsidiary

  	
   

  	
  Unrestricted

  Subsidiary

  	
   

  	
  Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THIRD AVENUE HOLDINGS
  DELAWARE LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THIRD AVENUE MANAGEMENT
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TIMES-SQUARE MANAGER
  MEMBER, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TIMESSQUARE CAPITAL
  MANAGEMENT, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TMF CORP.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOPSPIN ACQUISITION, LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TUXEDO PRODUCTIONS GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TWEEDY, BROWNE COMPANY LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIRGINIA’S RUM PRODUCTIONS
  GP INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELCH & FORBES,
  INC.

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
  Ö

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELCH & FORBES
  LLC

  	
   

  	
  Ö

  	
   

  	
   

  	
   

  	
   

  



 


21














 


Schedule
6.10


 


1.                                       AMG/FAMI
INVESTMENT CORP.


 


2.                                       AFFILIATED
MANAGERS GROUP PTY LTD.


 


3.                                       CHICAGO EQUITY
PARTNERS, LLC


 


4.                                       ESSEX
INVESTMENT MANAGEMENT COMPANY LLC


 


5.                                       FIRST QUADRANT,
L.P.


 


6.                                       FRIESS
ASSOCIATES OF DELAWARE, LLC


 


7.                                       FRIESS
ASSOCIATES, LLC


 


8.                                       FRONTIER
CAPITAL MANAGEMENT COMPANY, LLC


 


9.                                       FRONTIER
CAPITAL MANAGEMENT INCENTIVE LLC


 


10.                                 GENESIS ASSET MANAGERS, LLP


 


11.                                 GOFEN AND GLOSSBERG, L.L.C


 


12.                                 J.M. HARTWELL LIMITED
PARTNERSHIP


 


13.                                 MANAGERS DISTRIBUTORS, INC.


 


14.                                 RORER ASSET MANAGEMENT, LLC


 


15.                                 SKYLINE ASSET MANAGEMENT,
L.P.


 


16.                                 SYSTEMATIC FINANCIAL
MANAGEMENT L.P.


 


17.                                 THE RENAISSANCE GROUP LLC


 


18.                                 THIRD AVENUE HOLDINGS
DELAWARE LLC


 


19.                                 TIMESSQUARE CAPITAL
MANAGEMENT, LLC


 


20.                                 TWEEDY BROWNE COMPANY LLC


 


21.                                 WELCH & FORBES, LLC


 


22

















 


Schedule
7.2(g)


 


Existing
Indebtedness


 


1.                                       Feline Prides
II Senior Notes.


 


2.                                       The Zero-Coupon
Bonds and COBRAs.


 


3.                                       Financing
Leases for furniture and office equipment at TimesSquare Capital Management,
LLC and Davis Hamilton Jackson & Associates, L.P. in amounts of
$303,004, and $157,773, respectively, as of September 30, 2007.


 


4.                                       Third party
financing of sales commissions paid on Labor Sponsored Investment Funds at
Covington Capital Corporation of $2,775,935.


 


5.                                       The Borrower is
a party to a $50,000,000 notional amount interest swap contract with US Bank to
exchange the difference between fixed-rate and floating-rate interest
amounts.  The net fair value of the
Borrower’s interest rate swap was $245,647 as of September 30, 2007.  The Borrower estimates the fair value of
derivatives based on quoted market prices.


 


6.                                       The Borrower is
a party to a $75,000,000 notional amount interest swap contract with Bank of
America to exchange the difference between fixed-rate and floating-rate
interest amounts.  The net fair value of
the Borrower’s interest rate swap was $621,578 as of September 30,
2007.  The Borrower estimates the fair
value of derivatives based on quoted market prices.


 


7.                                       The Borrower is
a party to a $25,000,000 notional amount interest swap contract with LaSalle
Bank N.A. to exchange the difference between fixed-rate and floating-rate
interest amounts.  The net fair value of
the Borrower’s interest rate swap was $219,857 as of September 30,
2007.  The Borrower estimates the fair
value of derivatives based on quoted market prices.


 


8.                                       AMG Canada
Corp. is obligated to pay to the sellers of NGB Management Inc. (“NGB”) up to
$1,400,000 of certain receivables that may be collectible following AMG Canada
Corp.’s acquisition of NGB on April 15, 2005.


 


23

















 


Schedule
7.3(j)


 


Existing
Liens


 


1.                                       Affiliated
Managers Group, Inc.


 


(a)                                  The leases pursuant to which
the Subsidiaries and Investment Firms lease their office space contain
provisions granting liens and security interests to their respective landlords
for certain of their equipment and furnishings.


 


24

















 


Schedule
7.7


 


Transactions
with Affiliates


 


None.


 


25

















 


Schedule
10.2


 


Addresses


 


BORROWER:


 


Affiliated Managers Group, Inc.


600 Hale Street


Prides Crossing, Massachusetts 01965


Attention: Darrell W. Crate, Executive Vice
President and Chief Financial Officer


Fax: (617)747-3380


Website Address: www.amg.com


 


ADMINISTRATIVE AGENT:


 


Administrative Agent’s Office


(for payments and Requests for Loans):


Bank of America, N.A.


101 North Tryon Street


Charlotte, North Carolina 28255


Attention: Tabitha Miller


Facsimile: (704) 683-9368


 


Other Notices as Administrative
Agent


Bank of America, N.A.


Agency Management Group


101 North Tryon Street


NC1-001-15-14


Charlotte, North Carolina 28255-0001


Attention: Randy S. Pino


Facsimile: 704.409.0319


 


26

















 


SWINGLINE LENDER:


 


Bank of America, N.A.


101 North Tryon Street


Charlotte, North Carolina 28255


Attention: Tabitha Miller


Facsimile: (704) 683-9368


 


27