10.19
Beneficiaries
63 11.
MISCELLANEOUS
63
11.1
Modifications, Amendments or Waivers
63
11.1.1
Increase of Commitment; Extension of Expiration Date
63
11.1.2
Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment
63
11.1.3
Release of Guarantor
63
11.1.4
Miscellaneous
64
11.2
No Implied Waivers; Cumulative
Remedies; Writing Required
64
11.3
Reimbursement and Indemnification of
Banks by the Borrower; Taxes
64
11.4
Holidays
65
11.5
Funding
by Branch, Subsidiary or Affiliate
65
11.5.1
Notional Funding
65
11.5.2
Actual Funding
66
11.6
Notices
66
11.7
Severability
67
11.8
Governing Law
67
11.9
Prior Understanding
67
11.10
Duration; Survival
67
11.11
Successors and Assigns
68
11.12
Confidentiality
69
v
11.12.1
General
69
11.12.2
Sharing Information With
Affiliates of the Banks
69
11.13
Counterparts
69
11.14
Agent's
or Bank's Consent
69
11.15
Exceptions
70
11.16
CONSENT TO FORUM;
WAIVER OF JURY TRIAL
70
11.17
Certifications From Banks and Participants
70
11.17.1
Tax Withholding
70
11.17.2
USA Patriot Act
71
11.18
Joinder of Parties to Loan Documents
71
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 6.1.2
-
SUBSIDIARIES
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4
-
PERMITTED LOANS AND INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)(1)
LENDER JOINDER
EXHIBIT 1.1(L)(2)
-
LOAN DOCUMENT JOINDER
EXHIBIT 1.1(T)
-
TERM NOTE
EXHIBIT 3.3
-
TERM LOAN REQUEST
EXHIBIT 7.1.4
-
OPINION OF COUNSEL
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of August 19, 2008 and is made by and among
FEDERATED INVESTORS, INC., a Pennsylvania corporation (the "Borrower"), each of
the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and
PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under
this Agreement (hereinafter referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide a term loan facility to
the Borrower in an aggregate principal amount not to exceed $140,000,000 as such
amount may be increased from time to time up to an amount not to exceed
$150,000,000 pursuant to Section 3.6 hereof; and
WHEREAS, the term loan facility shall be used for general corporate purposes,
including without limitation stock repurchases, dividend payments and
acquisitions; and
WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;
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 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:
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by,