EXHIBIT B-4
Form of Transferor's Certificate
EXHIBIT C
Form of Distribution Agreement
EXHIBIT D
Form of Prospectus
EXHIBIT E
Form of Distribution Plan
EXHIBIT F
Form of Principal Shareholder Servicer's Agreement
EXHIBIT G
Form of Shareholder Servicer's Agreement
EXHIBIT H
Form of Addendum
EXHIBIT I
Form of Take-out Notice
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PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT dated as of March 1, 2007 (as amended and
supplemented, this "Agreement") among CITIBANK, N.A. (together with its
successors and assigns, the "Purchaser"), CITICORP NORTH AMERICA, INC., as agent
for the Purchaser (together with its successors and assigns, the "Program
Agent"), FEDERATED FUNDING 1997-1, INC., a Delaware corporation (together with
its permitted successors and assigns, the "Seller"), FEDERATED SECURITIES CORP.,
a Pennsylvania corporation (together with its permitted successors and assigns,
the "Distributor"), FEDERATED INVESTORS MANAGEMENT COMPANY, a Pennsylvania
corporation (together with its permitted successors and assigns, the
"Transferor") and FEDERATED INVESTORS, INC., a Pennsylvania corporation
(together with its permitted successors and assigns, the "Parent").
W I T N E S S E T H
WHEREAS, the Distributor and the Transferor are parties to the Distributor's
Transfer Agreement (as defined in Appendix A hereto) pursuant to which the
Distributor shall from time to time sell and the Transferor shall purchase
Receivables (as defined in Appendix A hereto) in accordance with the terms
thereof;
WHEREAS, the Seller and the Transferor are parties to the Transferor's Transfer
Agreement (as defined in Appendix A hereto), pursuant to which the Transferor
shall from time to time sell and the Seller shall purchase Receivables and the
Ancillary Rights and Collections (as defined in Appendix A hereto) pursuant to
and in accordance with the terms thereof;
WHEREAS, the Seller and the Purchaser believe that it is in their mutual
interest for the Seller to from time to time sell the Receivables and the
Ancillary Rights and Collections with respect thereto to the Purchaser and for
the Purchaser to purchase such Receivables, Ancillary Rights and Collections
pursuant to and in accordance with the terms of this Agreement;
WHEREAS, the parties hereto intend that each purchase of Receivables under this
Agreement constitutes a True Sale (as defined in Appendix A hereto) of such
Receivables providing the Purchaser with the full benefits of ownership of such
Receivables; and
WHEREAS, the Parent shall realize a substantial economic benefit from the
Purchaser's purchase of Receivables pursuant to the Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 Definitions.
Capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions List attached hereto as Appendix A. For all
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires (a) each use in this Agreement of a singular version
of a pronoun shall be deemed to include references to the plural, and vice