REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of April 3, 2006, by and among AFFILIATED MANAGERS GROUP, INC.,
a Delaware corporation (the "Company"), AMG CAPITAL TRUST I, a statutory trust
organized under the laws of the State of Delaware (the "Trust" and together with
the Company, the "Issuers"), and BANC OF AMERICA SECURITIES LLC, GOLDMAN, SACHS
& CO. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (each an initial
purchaser and, collectively the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement, dated March
28, 2006 (the "Purchase Agreement"), among the Issuers and the Initial
Purchasers with respect to the issue and sale by the Trust and the purchase by
the Initial Purchasers of 5,820,000 5.10% Convertible Trust Preferred Securities
(liquidation amount $50 per security) representing undivided beneficial
interests in the assets of the Trust (the "Preferred Securities"). The entire
proceeds from the sale of the Preferred Securities will be combined with the
entire proceeds from the sale by the Trust to the Company of its common
securities (liquidation amount $50 per security) (the "Common Securities") and
will be used by the Trust to purchase $300,000,000 aggregate principal amount of
the Company's 5.10% Junior Subordinated Convertible Debentures due April 15,
2036 (the "Debentures"). The Preferred Securities are guaranteed by the Company
as to the payment of distributions and payments upon liquidation or redemption,
and benefiting from certain additional undertakings of the Company to the extent
set forth in the Guarantee Agreement between the Company and LaSalle Bank
National Association, as trustee thereunder, dated the date hereof (the
"Guarantee"), and are convertible into the common stock, par value $0.01 per
share (the "Common Stock"), of the Company. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Issuers have agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.
The Issuers agree with the Initial Purchasers, (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Preferred Securities
and the Debentures, and the beneficial owners from time to time of the
Underlying Common Stock (as defined herein) issued upon conversion of the
Preferred Securities or the Debentures, if any, (each of the foregoing a
"Holder" and together the "Holders"), as follows:
SECTION 1. DEFINITIONS. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:
"Affiliate:" With respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.
"Business Day:" Each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to remain closed.
"Common Stock:" The Common Stock, $0.01 par value, of the Company and
any other shares of common stock as may constitute "Common Stock" for purposes
of the Indenture, including the Underlying Common Stock.
"Company:" See the first paragraph hereof.
"Damages Accrual Period:" See Section 2(e) hereof.
"Damages Payment Date:" Each January 15, April 15, July 15 and October
"Debentures" or "Debenture:" See the second paragraph hereof.
"Declaration:" The Amended and Restated Declaration of Trust, dated as
of the date hereof, between the Company among the Company, as depositor, the
trustees named therein and the holders from time to time of undivided beneficial
interests in the assets of the Trust, pursuant to which the Preferred Securities
and Common Securities are being issued.
"Deferral Notice:" See Section 3(h) hereof.
"Deferral Period:" See Section 3(h) hereof.
"Effectiveness Deadline Date:" See Section 2(a) hereof.
"Effectiveness Period:" The period beginning on the Issue Date and
ending on the earlier of (i) the sale pursuant to the Initial Shelf Registration
Statement of all Registrable Securities thereunder and (ii) two years following
the latest issuance of the Preferred Securities or the Debentures.
"Event:" See Section 2(e) hereof.
"Event Date:" See Section 2(e) hereof.
"Event Termination Date:" See Section 2(e) hereof.
"Exchange Act:" The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.
"Filing Deadline Date:" See Section 2(a) hereof.
"Guarantee:" See the second paragraph hereof.
"Holder:" See the third paragraph hereof.
"Indenture:" The Indenture, dated as of the date hereof, between the
Company and LaSalle Bank National Association, as debenture trustee, pursuant to
which the Debentures are being issued.
"Initial Purchasers:" See the first paragraph of this Agreement.