Amendment No. 4 to the Second Amended and Restated Credit Agreement



 Exhibit 10.48 
  
 AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY AGREEMENT 
  
 THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT TO GUARANTY AGREEMENT (this “Amendment”) is dated as of January 14, 2005, and is by and among FEDERATED INVESTORS, INC., a Pennsylvania corporation (the “Borrower”), the BANKS set forth herein
(collectively, the “Banks”), and PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks (the “Agent”). 
  
 WHEREAS, the Borrower, the Banks and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of January 22, 2002, as
amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of April 8, 2002, and Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of January 20, 2003 and Amendment No. 3 to Second Amended and Restated
Credit Agreement dated as of January 16, 2004 (the “Credit Agreement”) and the Guarantors set forth therein are parties to the Continuing Agreement of Guaranty and Suretyship dated as of January 22, 2002 (the “Guaranty
Agreement”); 
  
 WHEREAS, the Borrower, the Banks and the
Agent wish to amend the Credit Agreement and the Guaranty Agreement as set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto, intending to be legally bound, agree as follows: 
  
 1. Definitions. 
  
 Capitalized terms used herein unless otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement as amended by this Amendment. 
  
 2. Amendment of Credit Agreement and Guaranty Agreement. 
  
 (a) The definition of “Revolving Credit Expiration Date” in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

  
 Revolving Credit Expiration Date shall
mean January 13, 2006 (which is the date 364 days after the effective date of Amendment No. 4 to Second Amended and Restated Credit Agreement and Amendment to Guaranty Agreement among the Borrower, the Banks and the Agent) or such later date as
determined pursuant to Section 2.13(a). 
  
 (b) Schedule 1.1(a)
[Commitments of the Banks] of the Credit Agreement is hereby deleted in its entirety and Schedule 1.1(a) attached hereto is inserted in lieu thereof. 







 (c) The Guaranty Agreement is hereby amended by releasing each of Edgewood Services, Inc., a New York
corporation, Federated Financial Services, Inc., a Pennsylvania corporation, and Federated Securities Corp., a Pennsylvania corporation, as Guarantors thereunder. 
  
 3. Conditions of Effectiveness of Amendment of Credit Agreement. The effectiveness of this Amendment of the Credit
Agreement is expressly conditioned upon satisfaction of each of the following conditions precedent on the date hereof: 
  
 (a) Representations and Warranties; No Defaults. The representations and warranties of the Borrower contained in Article VI of the Credit
Agreement shall be true and accurate on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Borrower shall have performed and complied with all covenants and conditions under the Senior Loan Documents and
hereof; and no Event of Default or Potential Default under the Credit Agreement and the other Senior Loan Documents shall have occurred and be continuing or shall exist. 
  
 (b) Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Bank a certificate,
dated as of the date hereof, and signed by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: 
  

	 	(i)	all action taken by the Borrower in connection with this Amendment and the other Senior Loan Documents; and 

  

	 	(ii)	the names of the officer or officers authorized to sign this Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the
true signatures of such officer or officers. 

  
 (c) Notes. There shall be delivered to the Agent for the benefit of each Bank which is having its Revolving Credit Commitment amended pursuant to this Amendment a Revolving Credit Note executed by the Borrower which reflects its new
Revolving Credit Commitment as set forth on Schedule 1.1 (a) hereto. 
  
 (d) Acknowledgment. There shall be delivered to the Agent for the benefit of each Bank the Confirmation in the form attached hereto as Exhibit 1 hereto executed by each of the Loan Parties (other
than the Borrower). 
  
 (e) Legal Details; Counterparts.
All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Agent. The Agent shall have received from the Borrower and each of the Banks an executed original
of this Amendment. Each of this Amendment and the Confirmation may be executed by the parties hereto or thereto in any number of separate counterparts, each of which when taken together shall constitute one and the same instrument. 
  

 - 2 - 








 (f) Amendment Fee. The Borrower shall pay to each of the Banks which executes this Amendment on
or before January 12, 2005 in immediately available funds an amendment fee equal to five (5) basis points of each Bank’s Revolving Credit Commitment, determined as of the date of this Amendment. 
  
 4. Fees and Expenses. The Borrower hereby agrees to reimburse the
Agent and the Banks on demand for all legal costs, expenses and disbursements relating to this Amendment which are payable by the Borrower as provided in Sections 10.5 and 11.3 of the Credit Agreement. 
  
 5. Force and Effect. Except as expressly modified by this Amendment,
the Credit Agreement and the other Senior Loan Documents are hereby ratified and confirmed and shall remain in full force and effect after the date hereof. 
  
 6. Governing Law. This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. 
  
 [SIGNATURE PAGES FOLLOW] 
  

 - 3 - 








 SIGNATURE PAGE 1 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  
 IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have executed this Amendment No. 4 to Second Amended and Restated Credit Agreement and Amendment to Guaranty Agreement as of the date first above written. 
  

			
	FEDERATED INVESTORS, INC.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Vice President









 SIGNATURE PAGE 2 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
		
	By:	  	 /s/ Enrico Della Corna


	Name:	  	Enrico Della Corna
	Title:	  	Vice President









 SIGNATURE PAGE 3 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	BANK OF AMERICA, NATIONAL
ASSOCIATION
		
	By:	  	 /s/ Sean Cassidy


	Name:	  	Sean Cassidy
	Title:	  	Senior Vice President









 SIGNATURE PAGE 4 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	 STATE STREET BANK AND TRUST
 COMPANY

		
	By:	  	 /s/ John T. Daley


	Name:	  	John T. Daley
	Title:	  	Vice President


  
  







 SIGNATURE PAGE 5 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	JPMORGAN CHASE BANK
		
	By:	  	 /s/ Marybeth Mullen


	Name:	  	Marybeth Mullen
	Title:	  	Vice President


  
  







 SIGNATURE PAGE 6 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	CITIBANK, N.A.
		
	By:	  	 /s/ Matthew Nicholls


	Name:	  	Matthew Nicholls
	Title:	  	Vice President









 SIGNATURE PAGE 7 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	FIFTH THIRD BANK
		
	By:	  	 /s/ James Janovsky


	Name:	  	James Janovsky
	Title:	  	Vice President


  
  







 SIGNATURE PAGE 8 OF 8 TO AMENDMENT NO. 4 
 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 AND AMENDMENT TO GUARANTY
AGREEMENT 
  

			
	CITIZENS BANK OF PENNSYLVANIA
		
	By:	  	 /s/ Dwayne Finney


	Name:	  	Dwayne Finney
	Title:	  	Vice President









 CONFIRMATION 
  
 Reference is hereby made to that certain Second Amended and Restated Credit Agreement by and between FEDERATED INVESTORS,
INC., the BANKS set forth therein, and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Banks, dated as of January 22, 2002, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of April 8, 2002, Amendment No. 2 to
Second Amended and Restated Credit Agreement dated as of January 20, 2003 and Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of January 16, 2004 (the “Credit Agreement”). All terms used herein unless
otherwise defined herein shall have the meanings given to them in the Credit Agreement. 
  
 On the date hereof, the Borrower, the Banks and the Agent are entering into that certain Amendment No. 4 to Second Amended and Restated Credit Agreement (the “Amendment”), a copy of which has been
provided to the undersigned. This Confirmation is delivered to the Bank pursuant to Section 3(d) of the Amendment. 
  
 Pursuant to the Credit Agreement, (i) the Guarantors are party to that certain Continuing Agreement of Guaranty and Suretyship dated as of January 22,
2002 in favor of the Agent for the benefit of the Banks (the “Guaranty Agreement”) and (ii) the Borrower and its Subsidiaries are party to that certain Intercompany Subordination Agreement dated as of January 22, 2002 in favor of
the Agent for the benefit of the Banks (the “Intercompany Subordination Agreement”). This Confirmation will confirm to the Agent and the Banks that the undersigned Guarantors and Subsidiaries of the Borrower have read and understand
the Amendment which provides for, subject to certain conditions set forth in the Credit Agreement, the extension of the Revolving Credit Expiration Date and the release of Edgewood Services, Inc., Federated Financial Services, Inc. and Federated
Securities Corp. as Guarantors under the Guaranty Agreement. 
  
 The Guarantors hereby ratify and confirm the Guaranty Agreement. The Subsidiaries of the Borrower hereby ratify and confirm the Intercompany Subordination Agreement. 
  
 This Confirmation is dated as of January 14, 2005. 
  
 [SIGNATURE PAGES FOLLOW] 







 [SIGNATURE PAGE 1 OF 6 OF CONFIRMATION] 
  
 IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned, by
their duly authorized officers, have executed this Confirmation as of the date set forth above. 
  

			
	EDGEWOOD SERVICES, INC.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Treasurer
	
	FEDERATED ADMINISTRATIVE SERVICES
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Treasurer
	
	 FEDERATED ADMINISTRATIVE SERVICES,
 INC.

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Treasurer
	
	 FEDERATED INVESTMENT MANAGEMENT
 COMPANY

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer









 [SIGNATURE PAGE 2 OF 6 OF CONFIRMATION] 
  

			
	FEDERATED INVESTORS TRUST COMPANY
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	FEDERATED FINANCIAL SERVICES, INC.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Treasurer
	
	 FEDERATED GLOBAL INVESTMENT
 MANAGEMENT
CORP.

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	 FEDERATED INTERNATIONAL
 MANAGEMENT
LIMITED

		
	By:	  	 /s/ J. Christopher Donahue


	Name:	  	J. Christopher Donahue
	Title:	  	Director
	
	FEDERATED INVESTORS, INC
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Vice President









 [SIGNATURE PAGE 3 OF 6 OF CONFIRMATION] 
  

			
	 FEDERATED INVESTORS MANAGEMENT
 COMPANY

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Senior Vice President
	
	FEDERATED INVESTMENT COUNSELING
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	FEDERATED SECURITIES CORP.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Director
	
	FEDERATED SERVICES COMPANY
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Senior Vice President
	
	 FEDERATED SHAREHOLDER SERVICES
 COMPANY

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Director









 [SIGNATURE PAGE 4 OF 6 OF CONFIRMATION] 
  

			
	FII HOLDINGS, INC.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Director
	
	PASSPORT RESEARCH, LTD.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	 FEDERATED INTERNATIONAL HOLDINGS
 BV

		
	By:	  	 /s/ J. Christopher Donahue


	Name:	  	J. Christopher Donahue
	Title:	  	Director
	
	 FEDERATED INTERNATIONAL - EUROPE
 GMBH

		
	By:	  	 /s/ J. Christopher Donahue


	Name:	  	J. Christopher Donahue
	Title:	  	Director









 [SIGNATURE PAGE 5 OF 6 OF CONFIRMATION] 
  

			
	FEDERATED ASSET MANAGEMENT GMBH
		
	By:	  	 /s/ J. Christopher Donahue


	Name:	  	J. Christopher Donahue
	Title:	  	Supervisory Board Member
	
	 FEDERATED PRIVATE ASSET
 MANAGEMENT,
INC.

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	INVESTLINK TECHNOLOGIES, INC.
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	 RETIREMENT PLAN SERVICE COMPANY OF
 AMERICA

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	 FEDERATED ADVISORY SERVICES
 COMPANY

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer









 [SIGNATURE PAGE 6 OF 6 OF CONFIRMATION] 
  

			
	 FEDERATED EQUITY MANAGEMENT
 COMPANY OF
PENNSYLVANIA

		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	PASSPORT RESEARCH II, LTD.
		
	By:	  	Federated Equity Management Company of Pennsylvania, its general partner
		
	By:	  	 /s/ Denis McAuley III


	Name:	  	Denis McAuley III
	Title:	  	Assistant Treasurer
	
	FEDERATED INVESTORS (UK) LTD.
		
	By:	  	 /s/ J. Christopher Donahue


	Name:	  	J. Christopher Donahue
	Title:	  	Director









 SCHEDULE 1.1(a) 
  
 COMMITMENTS OF THE BANKS 
  

							
	 Bank

	  	 Amount of Commitment
 for Revolving Credit Loans
 (US$)

	  	Ratable Share %

	 
	 PNC Bank, National Association
	  	$	27,500,000	  	18.333333333	%
	 Bank of America, National Association
	  	$	22,500,000	  	15.000000000	%
	 Citibank, N.A.
	  	$	22,500,000	  	15.000000000	%
	 Fifth Third Bank
	  	$	22,500,000	  	15.000000000	%
	 JPMorgan Chase Bank
	  	$	22,500,000	  	15.000000000	%
	 State Street Bank and Trust Company
	  	$	22,500,000	  	15.000000000	%
	 Citizens Bank of Pennsylvania
	  	$	10,000,000	  	6.666666667	%
	 TOTAL
	  	$	150,000,000	  	100.000000000	%








 FEDERATED INVESTORS, INC. 
  
 INCUMBENCY CERTIFICATION 
  
 THE UNDERSIGNED, Joseph M. Huber, the duly elected and qualified Assistant Secretary of Federated Investors, Inc., a Pennsylvania corporation (the
“Corporation”) does hereby certify, pursuant to Amendment No. 4 to Second Amended and Restated Credit Agreement as amended among the Corporation, the Banks set forth therein, and PNC Bank, National Association, as Agent for the
Banks (the “Credit Agreement”) that: 
  

	I.	 	Attached hereto as Exhibit A is a true and correct copy of resolutions of the Board of Directors of the Corporation authorizing the execution and delivery of Amendment No. 4 to the
Credit Agreement and the performance by the Corporation of the transactions contemplated thereby. Such resolutions are in full force and effect as of January 13, 2005 and have not been amended, modified or supplemented. 

  

	II.	 	Denis McAuley III is authorized to sign and execute Amendment No. 4 to the Credit Agreement, and all other documents related thereto on behalf of the Corporation.


  

	III.	 	Denis McAuley III is authorized to sign and execute the Confirmation, and all other documents related to the Credit Agreement on behalf of the following subsidiaries of the
Corporation: 

  

	1.	 	Edgewood Services, Inc.; 

  

	2.	 	FII Holdings, Inc.; 

  

	3.	 	Federated Administrative Services; 

  

	4.	 	Federated Administrative Services, Inc.; 

  

	5.	 	Federated Advisory Services Company 

  

	6.	 	Federated Equity Management Company of Pennsylvania 

  

	7.	 	Federated Financial Services, Inc.; 

  

	8.	 	Federated Global Investment Management Corp.; 

  

	9.	 	Federated Investment Counseling; 

  

	10.	 	Federated Investment Management Company; 









	11.	 	Federated Investors Management Company; 

  

	12.	 	Federated Investors Trust Company; 

  

	13.	 	Federated Private Asset Management, Inc.; 

  

	14.	 	Federated Securities Corp.; 

  

	15.	 	Federated Services Company; 

  

	16.	 	Federated Shareholder Services Company; 

  

	17.	 	InvestLink Technologies, Inc.; 

  

	18.	 	Passport Research Ltd.; 

  

	19.	 	Passport Research Ltd. II; 

  

	20.	 	Retirement Plan Service Company of America 

  

	IV.	 	J. Christopher Donahue is authorized to sign and execute all documents related to Amendment No. 4 to the Credit Agreement on behalf of the following entities:


  

	1.	 	Federated Asset Management GmbH; 

  

	2.	 	Federated International Holdings, BV; 

  

	3.	 	Federated International Management Ltd.; and 

  

	4.	 	Federated International-Europe GmbH. 

  

	5.	 	Federated Investors (UK) Ltd. 

  

	V.	 	J. Christopher Donahue and Denis McAuley III are present incumbents of the Corporation and its subsidiaries as of the date hereof. 

  

	VI.	 	The signature set forth opposite the individual’s name is a true and correct signature. 

  

			
	 NAME

	  	 SIGNATURE


	 J. Christopher Donahue
	  	 /s/ J. Christopher Donahue


		
	 Denis McAuley III
	  	 /s/ Denis McAuley III










 IN WITNESS WHEREOF, the undersigned Assistant Secretary has executed this certificate as of the 13th day
of January, 2005. 
  

			
	By:	 	 /s/ Joseph M. Huber


	 	 	Assistant Secretary









 EXHIBIT A 
  

FEDERATED INVESTORS, INC. 
  
 UNANIMOUS CONSENT OF DIRECTORS 
  
 The undersigned, being all of the Directors of FEDERATED INVESTORS, INC. (“Corporation”), hereby consent, in accordance with Section 1727 of the
Pennsylvania Business Corporation Law of 1988, as amended, and Article IV Section 4.10(b) of the Restated Bylaws of the Corporation to the adoption of the following resolution with the same effect as though it had been adopted at a Meeting of the
Board of Directors of the Corporation: 
  

			
	 WHEREAS,
	 	the Corporation, the Banks set forth therein and PNC Bank, National Association, as Agent, are parties to that certain Second Amended and Restated Credit Agreement, dated as of January 22,
2002 as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of April 8, 2002, Amendment No. 2 to the Second Amended and Restated Credit Agreement dated as of January 20, 2003, and Amendment No. 3 to the Second Amended
and Restated Credit Agreement dated as of January 16, 2004 (the “Credit Agreement”); and
		
	WHEREAS,	 	the parties desire to amend the Credit Agreement in consideration of the premises and mutual covenants set forth in Amendment No. 4 to the Credit Agreement (“Amendment No. 4”) dated
as of January 14, 2005.
	
	NOW, THEREFORE, be it:
		
	RESOLVED,	 	that pursuant to the terms of Amendment No. 4, the Board of Directors hereby approves and adopts Amendment No. 4 to the Credit Agreement substantially in the form attached
hereto.









			
	FURTHER RESOLVED,	 	that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to execute such documents and take such other actions as they deem necessary or appropriate to
carry out the foregoing resolution.

  
 WITNESS the due
execution hereof as of the 14th day of January, 2005. 
  

			
	 /s/ John F. Donahue

	 	 /s/ John W. McGonigle


	 John F. Donahue
	 	John W. McGonigle
		
	 /s/ J. Christopher Donahue

	 	 /s/ James L. Murdy


	 J. Christopher Donahue
	 	James L. Murdy
		
	 /s/ Michael J. Farrell

	 	 /s/ Edward G. O’Connor


	 Michael J. Farrell
	 	Edward G. O’Connor
		
	 /s/ David M. Kelly

	 	 
	 David M. Kelly