CONFORMED COPY
AMENDMENT NUMBER 2 TO CREDIT AGREEMENT
AMENDMENT NUMBER 2 dated as of November 14, 1997 with respect to the
Amended and Restated Credit Agreement dated as of April 19, 1996 among United
Asset Management Corporation, a Delaware corporation (the "Borrower"), the banks
listed on the signature pages thereof, Xxxxxx Guaranty Trust Company of New
York, as Administrative Agent (the "Administrative Agent") and BankBoston, as
Collateral Agent (as amended by Amendment Number 1 dated as of November 20,
1996, the "Credit Agreement").
WHEREAS, the Borrower, the Banks, the Collateral Agent and the
Administrative Agent have entered into the Credit Agreement referenced above;
and
WHEREAS, the parties hereto desire to amend Section 5.15 of the Credit
Agreement under the terms and conditions set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement.
SECTION 2. AMENDMENT TO CREDIT AGREEMENT. Section 5.15 of the Credit
Agreement is amended in its entirety to read as follows:
Section 5.15. RESTRICTED PAYMENTS. The aggregate amount of
Restricted Payments made by the Borrower and its Subsidiaries will be less
than:
(i) for the period from April 1, 1997 to November 14, 1997, the
sum of $25,000,000 PLUS 31.25% of Consolidated Operating Cash Flow for
the period from December 1, 1996 to November 30, 1997,
(ii) for the period from November 15, 1998 to March 31, 1999,
18.75% of Consolidated Operating Cash Flow for the period from April
1, 1998 to March 31, 1999 and
(iii) for each succeeding twelve-month period thereafter, the sum
of 50% of Consolidated Operating Cash Flow for such twelve-
month period PLUS an amount (the "Carryover Amount"), not to exceed
$25,000,000, equal to the difference between the amount of Restricted
Payments permitted to be made under this Section in the previous
twelve-month period and the amount actually made; PROVIDED that for
purposes of calculating the Carryover Amount for the twelve-month
period beginning April 1, 1999, the amount of Restricted Payments
permitted to be made in the previous twelve-month period shall be
deemed to be 50% of Consolidated Operating Cash Flow for such previous
twelve-month period.
The amount of Restricted Payments made in each period shall be determined
by the Borrower and furnished to the Administrative Agent within 90 days
after the end of each such period.
SECTION 3. 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 as of the date hereof upon
receipt by the Administrative Agent of duly executed counterparts hereof signed
by the Borrower 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).
SECTION 4. 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/ Xxxxxxx X. Xxxxx
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Title: Treasurer and Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Bank
and Administrative Agent
By /s/ Xxxxx X. Xxxxxxxxxx
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Title: Vice President
BANKBOSTON, as Bank and Collateral Agent
By /s/ Xxxxxxx X. Xxxx
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Title: Managing Director
ABN AMRO BANK, N.V.
By /s/ X. XxxxxxXxxxxx
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Title: Vice President
By /S/ XXXX XXXX
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Title: Senior Vice President
[per pro] XXXXX BROTHERS XXXXXXXX & CO.
By /s/ Xxxxxx X. Xxxxxxxx
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Title: Manager
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN
ISLANDS BRANCH
By /s/ Xxxxx X. Xxxx
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Title: Assistant Vice President
By /s/ Xxxxx Xxxx
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Title: Assistant Vice President
FLEET NATIONAL BANK
By /s/ Xxxxxx X. Xxxxx
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Title: Vice President
ING CAPITAL
By /s/ Kunduck Moon
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Title: Managing Director
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By
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Title:
MELLON BANK, N.A.
By /s/ Xxxxxx Xxxxxxxxx
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Title: Officer
NATIONSBANK, N.A.
By
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Title:
ROYAL BANK OF SCOTLAND, PLC
By /s/ Xxxxx Xxxxxx
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Title: Vice President
SOCIETE GENERALE
By
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Title:
STATE STREET BANK AND TRUST COMPANY
By /s/ Xxxxxx X. Xxxxxx
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Title: Assistant Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President & Manager
By /s/ Xxxxxx Xxxxxxxx
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Title: Vice President
WACHOVIA BANK, N.A.
By /s/ Xxxx X. Xxxxxxxx
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Title: Vice President
