SECOND AMENDMENT TO THIRD AMENDED AND RESTATED TERM CREDIT AGREEMENT
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED TERM CREDIT AGREEMENT, dated as of June 10, 2021 (this Amendment), is by and among (i) AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the Borrower), (ii) the undersigned Lenders (as defined below), and (iii) BANK OF AMERICA, N.A. (Bank of America), as administrative agent for the Lenders (in such capacity, the Administrative Agent). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
WHEREAS, the Borrower, the several banks and other financial institutions from time to time party thereto (the Lenders), and the Administrative Agent are party to that certain Third Amended and Restated Term Credit Agreement, dated as of January 18, 2019 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement and the Credit Agreement as amended by this Amendment, the Amended Credit Agreement); and
WHEREAS, the Borrower, the Lenders and the Administrative Agent have agreed to amend the Applicable Margin contained on Annex I to the Credit Agreement, subject to certain terms and conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment to Credit Agreement. Effective as of the date first written above, Annex I to the Credit Agreement shall be deleted and replaced in its entirety with Annex I attached hereto (it being understood that the Applicable Margin contained in Annex I to the Credit Agreement prior to the date hereof shall apply with respect to the calculation of interest for all periods prior to the date hereof, including whether such interest is billed or paid after the date hereof).
Section 2. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:
(a) Power; Authorization; Enforceable Obligations. The Borrower has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this Amendment and each other Loan Document to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment and each other Loan Document to which it is a party. 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 execution, delivery, performance, validity or enforceability of this Amendment or any other Loan Document to which the Borrower is a party. This Amendment has been, and each other Loan Document to which the Borrower is a party were when delivered, duly executed and delivered by the Borrower. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower 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).