EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1)
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GUARANTOR
JOINDER EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE EXHIBIT
1.1(N)(3)
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TERM NOTE EXHIBIT 2.5.1
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LOAN REQUEST EXHIBIT 2.5.2
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SWING LOAN REQUEST OR REPAYMENT EXHIBIT 7.1.4
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REQUIREMENTS
OF OPINION OF COUNSEL EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
viii
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 10, 2011 and is
made by and among FEDERATED INVESTORS, INC., a Pennsylvania corporation (the
"Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
agent for the Lenders under this Agreement (hereinafter referred to in such
capacity as the "Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the lenders set forth therein, and the
Administrative Agent are parties to that certain Amended and Restated Credit
Agreement dated as of April 9, 2010 (the "Existing Credit Agreement") pursuant
to which such lenders provided a term loan facility to the Borrower in an
aggregate principal amount not to exceed $425,000,000; and
WHEREAS, the Borrower has requested the Lenders to amend certain provisions of
the Existing Credit Agreement, among other things, to add a $200,000,000
revolving credit facility and an option to increase the revolving credit
facility or the term loan facility from time to time by an amount not to exceed
in the aggregate $100,000,000; and
WHEREAS, the Lenders have agreed to provide the credit facility requested by the
Borrower pursuant to the terms and conditions of this Agreement which, from and
after the date hereof, shall amend and restate the terms of the Existing Credit
Agreement;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree that the Existing Credit Agreement shall be amended and
restated in its entirety as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Additional Commitment shall have the meaning given to such term in Section 3.3
[Additional Commitment].
Additional Lender shall have the meaning given to such term in Section 3.3
[Additional Commitment].
Additional Revolving Credit Commitment shall have the meaning given to such term
in Section 3.3 [Additional Commitment].
Additional Term Loan Commitment shall have the meaning given to such term in
Section 3.3 [Additional Commitment].
1
Additional Term Loans shall have the meaning given to such term in Section 3.3
[Additional Commitment].
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 5% or more of any class of the
voting or other equity interests of such Person, or (iii) 5% or more of