EXECUTION COPY
AMENDMENT NO. 3 AND WAIVER
TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 3 dated as of January 29, 1999 of the Amended and
Restated Credit Agreement dated as of April 29, 1998 (as heretofore amended, the
"Amended and Restated Agreement") among United Asset Management Corporation, a
Delaware corporation (the "Borrower"), the banks listed on the signature pages
thereof, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent (the
"Administrative Agent"), and BankBoston, N.A., as Collateral Agent (the
"Collateral Agent").
WHEREAS, the Borrower proposes to (i) form a wholly-owned subsidiary
named "Allanshore Limited" (and to be renamed "UAM Europe Holdings Limited") and
organized as a corporation under number 190389 under the laws of Scotland ("UAM
Europe Holdings") and capitalize UAM Europe Holdings with approximately
(pound)122,500,000 ((pound)71,500,000 as equity and (pound)51,000,000 as debt),
which will be used by UAM Europe Holdings to purchase 100% of the issued and
outstanding capital stock of UAM U.K. Holdings from the Borrower (all of the
foregoing transactions, the "UK Reorganization"), (ii) pledge 100% of the shares
of capital stock of UAM Europe Holdings and the note or notes in an aggregate
principal amount of (pound)51,000,000 issued by UAM Europe Holdings to the
Borrower, in each case to the Collateral Agent and (iii) cause UAM Europe
Holdings to become a Guaranty Subsidiary and pledge 100% of the capital stock of
UAM U.K. Holdings to the Collateral Agent;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions.
(a) Unless otherwise specifically defined herein, each term used
herein which is defined in the Amended and Restated Agreement shall have the
meaning assigned to such term in the Amended and Restated Agreement.
(b) The following definitions are added to Section 1.01 of the Amended
and Restated Agreement in the appropriate alphabetical order:
"UAM Pledge of Shares" means the Pledge of Shares dated
January 29, 1999 between the Borrower and the Collateral Agent, with
respect to the pledge by the Borrower of 100% of the shares of UAM
Europe Holdings.
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"UAM Europe Holdings" means Allanshore Limited (to be renamed
"UAM Europe Holdings Limited"), a corporation organized under number
190389 under the laws of Scotland.
"UAM Europe Holdings Pledge Agreement" means the Pledge
Agreement dated as of January 29, 1999 between UAM Europe Holdings and
the Collateral Agent.
"UAM Subsidiary Note Pledge Agreement" means the UAM
Subsidiary Note Pledge Agreement dated as of January 29, 1999 between
the Borrower and the Collateral Agent.
(c) The definition of "Collateral Documents" in Section 1.01 of the
Amended and Restated Agreement is amended by adding the words "the UAM Pledge of
Shares, the UAM Subsidiary Note Pledge Agreement, the UAM Europe Holdings Pledge
Agreement" immediately after the word "means".
(d) Exhibit F of the Amended and Restated Agreement is amended by
adding the following:
8. UAM Europe Holdings Guaranty, dated as of January 29, 1999, made by
UAM Europe Holdings in favor of the Beneficiaries named therein.
(e) Exhibit G of the Amended and Restated Agreement shall be replaced
by a new Exhibit G prepared by the Borrower and in form and substance
satisfactory to the Administrative Agent to reflect the UK Reorganization.
SECTION 2. Waiver and Consent. The undersigned Banks hereby waive any
breach by the Borrower of Section 5.07 of the Amended and Restated Agreement to
the extent such breach arises out of the Borrower's transfer of the capital
stock of UAM U.K. Holdings to UAM Europe Holdings; provided that such capital
stock shall continue to be subject to the Lien under the Pledge Agreement and
the rights of the Collateral Agent and the other Secured Parties thereunder. On
or after the Amendment Effective Date, upon receipt of a stock certificate
issued by UAM U.K. Holdings in the name of UAM Europe Holdings and representing
100% of the capital stock of UAM U.K. Holdings (together with appropriate stock
powers), the Collateral Agent shall return to the issuer thereof for
cancellation stock certificate #2 issued by UAM U.K. Holdings. The undersigned
Banks hereby instruct the Collateral Agent to execute on the Amendment Effective
Date the documents described in clauses (b) and (d) of Section 7 of this
Amendment.
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SECTION 3. Representations and Warranties. Section 4.11(a) of the
Amended and Restated Agreement is amended by adding the words "the UAM Pledge of
Shares, the UAM Europe Holdings Pledge Agreement," immediately after the words
"provisions of each of".
SECTION 4. Limitation on Debt. Section 5.10 of the Amended and
Restated Agreement is amended by adding the following as subsection (g-2):
(g-2) Debt of UAM Europe Holdings owing to the Borrower in an
aggregate principal amount not to exceed (pound)51,000,000 and incurred
in connection with the purchase by UAM Europe Holdings of all of the
issued and outstanding capital stock of UAM U.K. Holdings;
SECTION 5. Investments. Section 5.15 of the Amended and Restated
Agreement is amended by adding the following as subsection (a-1):
(a-1) Investments in UAM Europe Holdings;
SECTION 6. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 7. Counterparts; Effectiveness. This Amendment may be executed
in one or more counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Amendment with the same force and effect
as if the signatures of all of the parties were on a single counterpart, and it
shall not be necessary in making proof of this Amendment to produce more than
one such counterpart. This Amendment shall become effective upon receipt by the
Administrative Agent of the following (the date of such effectiveness, the
"Amendment Effective Date"):
(a) duly executed counterparts hereof signed by the Borrower, the
Collateral Agent and the Required Banks (or, in the case of any party as to
which an executed counterpart shall not have been received, the Administrative
Agent shall have received telegraphic, telex, facsimile or other written
confirmation from such party of execution of a counterpart hereof by such
party);
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(b) duly executed counterparts signed by the Borrower of a pledge of
shares (to create a charge over 100% of the issued and outstanding capital stock
of UAM Europe Holdings) and a pledge agreement (to pledge the note or notes in
an aggregate principal amount of (pound)51,000,000 issued by UAM Europe
Holdings), in each case in form and substance satisfactory to the Agents;
(c) a duly executed counterpart signed by UAM Europe Holdings of a
guaranty in form and substance satisfactory to the Agents;
(d) a duly executed counterpart signed by UAM Europe Holdings of a
pledge agreement (to pledge 100% of the issued and outstanding capital stock of
UAM U.K. Holdings) in form and substance satisfactory to the Agents;
(e) a new Exhibit G to the Amended and Restated Agreement in form and
substance satisfactory to the Administrative Agent and reflecting the UK
Reorganization;
(f) an opinion of Hill & ▇▇▇▇▇▇, counsel for the Borrower in form and
substance satisfactory to the Agents;
(g) all documents either Agent may reasonably request (including
additional opinions) relating to the existence of UAM Europe Holdings or the
consummation of the UK Reorganization, the corporate or other authority for and
validity of any of the documents referred to in clauses (a) through (f) above,
and any other matters relevant thereto, all in form and substance satisfactory
to the Agents.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York (without reference to conflict of laws principles).
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
UNITED ASSET MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. Park
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Name: ▇▇▇▇▇▇▇ ▇. Park
Title: Executive Vice President and
Chief Financial Officer
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BANKBOSTON, N.A., as Collateral Agent and Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. Dell'Aquila
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Name: ▇▇▇▇▇ ▇. Dell'Aquila
Title: Vice President
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS
BRANCHES
By:
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Name:
Title:
By:
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Name:
Title:
BANK OF AMERICA NT & SA
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK
By:
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Name:
Title:
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MELLON BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
COMMERZBANK AG NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By:
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Name:
Title:
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
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Name:
Title:
PARIBAS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
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THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW
YORK BRANCH
By:
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Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
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