and shall be entitled to the
benefits, rights and remedies set forth therein and in each of the other Loan
Documents. The New Commitment Provider hereby acknowledges that it has
heretofore received a true and correct copy of the Agreement (including any
modifications thereof or supplements or waivers thereto) as in effect on the
Effective Date and the executed original of its Term Loan Note dated the
Effective Date issued by the Borrower under the Agreement in the face amount of
$
.
The Commitments and Ratable Shares of the New Commitment Provider and each of
the other Banks are as set forth on Schedule 1.1(B) to the Agreement. Schedule
1.1(B) to the Agreement is being amended and restated effective as of the
Effective Date hereof to read as set forth on Schedule 1.1(B) hereto. Schedule 1
hereto lists as of the date hereof the amount of Loans under each outstanding
Borrowing Tranche. Notwithstanding the foregoing on the date hereof, the
Borrower shall repay all outstanding Loans to which either the Base Rate Option
or the Euro Rate Option applies and simultaneously reborrow a like amount of
Loans under each such Interest Rate Option from the Banks (including the New
Commitment Provider) according to the Ratable Shares set forth on attached
Schedule 1.1(B) and shall be subject to breakage fees and other indemnities
provided in Section 5.6.2 [Indemnity].
The New Commitment Provider is executing and delivering this Joinder as of the
Effective Date and acknowledges that it shall: (A) share ratably in all Base
Rate Loans borrowed by the Borrower on and after the Effective Date; and
(B) participate in all new Euro Rate Loans borrowed by the Borrower on and after
the Effective Date according to its Ratable Share.
[SIGNATURE PAGE FOLLOWS]
2
[SIGNATURE PAGE 1 OF 1 TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the New Commitment Provider has duly executed and delivered
this Joinder as of the Effective Date.
[NEW COMMITMENT PROVIDER] By:
Name:
Title:
[ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
ACKNOWLEDGED:
PNC BANK, NATIONAL ASSOCIATION, as Agent
By:
Name:
Title:
BORROWER:
FEDERATED INVESTORS, INC.
By:
(SEAL) Name:
Title:
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS
Attach Schedule 1.1(B)
SCHEDULE 1
OUTSTANDING TRANCHES
EXHIBIT 1.1(L)(2)
FORM OF
LOAN DOCUMENT JOINDER AND ASSUMPTION AGREEMENT
THIS LOAN DOCUMENT JOINDER AND ASSUMPTION AGREEMENT (the "Joinder") is made as
of
, 200
, by
, a
[corporation/partnership/limited liability company] (the
"New Party").
Background
Reference is made to (i) the Credit Agreement, dated as of August 19, 2008, as
the same may be restated, modified, supplemented, or amended from time to time
(the "Agreement"), by and among FEDERATED INVESTORS, INC., a Pennsylvania
corporation (the "Borrower"), the Guarantors now or hereafter party thereto (the
"Guarantors"), the Banks now or hereafter party thereto (the "Banks") and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks (in such
capacity, the "Agent"), (ii) the Continuing Agreement of Guaranty and
Suretyship, dated as of August 19, 2008