EXHIBIT 4.05
EXHIBIT 1.2(d)
INTERCOMPANY SUBORDINATION AGREEMENT
THIS INTERCOMPANY SUBORDINATION AGREEMENT is dated as of June 15, 1996,
and is made by and among the entities listed on Schedule I attached hereto (each
being individually referred to herein as a "Company" and collectively as the
"Companies").
WITNESSETH THAT:
WHEREAS, pursuant to the Senior Secured Credit Agreement, dated as of
January 31, 1996, (as the same may hereafter be amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement") among Federated
Investors (the "Borrower"), the banks referred to in Section 1.1 therein (the
"Banks"), and PNC Bank, National Association, as agent (the "Agent") for the
Banks, the Companies have entered into the Intercompany Subordination
Agreement, dated as of January 31, 1996, for the benefit of the Agent and the
Banks; and
WHEREAS, pursuant to the Note Purchase Agreements of even date herewith (as
the same may hereafter be amended, restated, supplemented or otherwise modified
from time to time, the "Note Purchase Agreements") between the Borrower and the
several purchasers listed in Schedule A thereto (the "Purchasers"), the Borrower
proposes to issue $98,000,000 aggregate principal amount of its 7.96% Senior
Secured Notes due 2006 (the "Notes") and the Purchasers have agreed to purchase
such Notes; and
WHEREAS, the Companies are indebted to each other and/or it is contemplated
that the Companies may become indebted to each other (the Indebtedness of each
of the Companies to any other Company, now existing or hereafter incurred
(whether created directly or acquired by assignment or otherwise), and interest
and premiums, if any, thereon and other amounts payable in respect thereof are
hereinafter collectively referred to as the "Intercompany Indebtedness"); and
WHEREAS, the obligations of the Banks to make Loans and the Purchasers to
purchase the Notes are subject to the condition, among others, that the
Companies subordinate the Intercompany Indebtedness to the Indebtedness and all
other obligations of the Borrower or any other Company to the Agent or the Banks
pursuant to the Senior Loan Documents and to the holders from time to time of
the Notes (the "Noteholders") pursuant to the Note Purchase Agreements, the
Notes and the other Security Documents referred to in the Note Purchase
Agreements (collectively, the "Senior Debt") in the manner set forth herein; and
WHEREAS, pursuant to the Intercreditor and Collateral Agency Agreement,
dated as of June 15, 1996 (the "Intercreditor Agreement"), PNC Bank, National
Association, is acting as collateral agent (the "Collateral Agent") on behalf of
the Agent, the Banks and the Noteholders with respect to certain matters
relating to the Senior Loan Documents and the Note Purchase Agreements; and
WHEREAS, each capitalized term used herein shall, unless otherwise defined
herein, have the meaning specified in the Credit Agreement or the Note Purchase
Agreements.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
covenant and agree as follows:
1. Intercompany Indebtedness Subordinated to Senior Debt. The recitals
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set forth above are hereby incorporated by reference. All Intercompany
Indebtedness shall be subordinate and subject in right of payment to the prior
indefeasible payment in full of all Senior Debt pursuant to the provisions
contained herein.
2. Payment Over of Proceeds Upon Dissolution, Etc., Upon any
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distribution of assets of any Company in the event of (a) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to any
such Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of any such Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any marshalling of assets
and liabilities of any such Company (a Company distributing assets as set forth
herein being referred to in such capacity as a "Distributing Company"), then and
in any such event the Collateral Agent shall be entitled to receive, for the
benefit of the Agent, the Banks and the Noteholders as their respective
interests may appear, indefeasible payment in full of all amounts due or to
become due (whether or not an Event of Default has occurred under the terms of
the Senior Loan Documents or the Note Purchase Agreements or the Senior Debt has
been declared due and payable prior to the date on which it would otherwise have
become due and payable) on or in respect of any and all Senior Debt before the
holder of any Intercompany Indebtedness owed by the Distributing Company is
entitled to receive any payment on account of the principal of or interest on
such Intercompany Indebtedness, and to that end, the Collateral Agent shall be
entitled to receive, for application to the payment of the Senior Debt, any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Intercompany
Indebtedness owed by the Distributing Company in any such case, proceeding,
dissolution, liquidation or other winding up event.
If, notwithstanding the foregoing provisions of this Section, a Company
which is owed Intercompany Indebtedness by a Distributing Company shall have
received any payment or distribution of assets from the Distributing Company of
any kind or character, whether in cash, property or securities, then and in such
event such payment or distribution shall be held in trust for the benefit of the
Agent, the Banks and the Noteholders as their respective interests may appear,
shall be segregated from other funds and property held by such Company, and
shall be forthwith paid over to the Collateral Agent in the same form as so
received (with any necessary endorsement) to be applied (in the case of cash) to
or held as collateral (in the case of noncash property or securities) for the
payment or prepayment of the Senior Debt in accordance with the terms of the
Credit Agreement and the Note Purchase Agreements.
The provisions of this Section shall not apply with respect to transactions
permitted under Section 8.2(j)(i) or (ii) of the Credit Agreement or Section
10.6(a) of the Note Purchase Agreements.
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3. No Commencement of any Proceeding. Each Company agrees that, so long
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as the Senior Debt shall remain unpaid, it will not commence, or join with any
creditor other than the Collateral Agent on behalf of the Banks, the Agent and
the Noteholders in commencing, any proceeding referred to in the first paragraph
of Section 2 against any other Company which owes it any Intercompany
Indebtedness.
4. Prior Payment of Senior Debt Upon Acceleration of Intercompany
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Indebtedness. If any portion of the Intercompany Indebtedness owed by any
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Company becomes or is declared due and payable before its stated maturity, then
and in such event the Agent, the Banks and the Noteholders shall be entitled to
receive indefeasible payment in full of all amounts due and to become due on or
in respect of the Senior Debt (whether or not an Event of Default has occurred
under the terms of the Senior Loan Documents or the Note Purchase Agreements or
the Senior Debt has been declared due and payable prior to the date on which it
would otherwise have become due and payable) before the holder of any such
Intercompany Indebtedness is entitled to receive any payment thereon.
If, notwithstanding the foregoing, any Company shall make any payment of
Intercompany Indebtedness prohibited by the foregoing provisions of this
Section, such payment shall be paid over and delivered forthwith to the
Collateral Agent, for the benefit of the Agent, the Banks and the Noteholders as
their respective interests may appear.
The provisions of this Section shall not apply to any payment with respect
to which Section 2 hereof would be applicable.
5. No Payment When Senior Debt in Default; Optional Redemption. If any
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Event of Default or Default or Potential Default shall have occurred and be
continuing or such an Event of Default or Default or Potential Default would
result from or exist after giving effect to a payment with respect to any
portion of the Intercompany Indebtedness, unless the Required Creditors (as such
term is defined in the Intercreditor Agreement) shall have consented to or
waived the same, so long as any of the Senior Debt shall remain outstanding, no
payment shall be made by the Company owing such Intercompany Indebtedness on
account of principal or interest on any portion of the Intercompany
Indebtedness. Notwithstanding the foregoing, each Company agrees that if an
Event of Default or Default or Potential Default, having occurred, thereafter
shall be cured and shall cease to continue, the subordination of the
Intercompany Indebtedness effected by the occurrence of such an Event of Default
or Default or Potential Default shall thereupon cease and terminate and payments
thereafter becoming due in the ordinary course may be made and received,
subject, however, to the provisions of the first sentence of this paragraph and
to the further proviso that if, within one hundred twenty (120) days after the
occurrence of the first Event of Default or Default or Potential Default to
occur after the execution of this Agreement, such Event of Default or Default or
Potential Default shall recur or there shall occur any other Event of Default or
Default or Potential Default, the subordination described in this Section 5
shall immediately and without any requirement of action or notice of whatever
kind by the Agent, the Banks or the Noteholders be reinstituted and remain in
full force and effect until all of the Senior Debt shall be satisfied in full
and the Revolving Credit Commitments, Term Loan
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Commitments and the Swing Loan Commitment of the Banks under the Credit
Agreement shall have expired, regardless of whether such Event of Default or
Default or Potential Default shall thereafter be cured.
If, notwithstanding the foregoing, any Company shall make any payment of
the Intercompany Indebtedness to another Company prohibited by the foregoing
provisions of this Section, such payment shall be paid over and delivered
forthwith to the Collateral Agent, for the benefit of the Agent, the Banks and
the Noteholders as their respective interests may appear.
The provisions of this Section shall not apply to any payment with respect
to which Section 2 hereof would be applicable.
6. Payment Permitted if No Default. Nothing contained in this Agreement
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shall prevent any of the Companies, at any time except during the pendency of
any of the conditions described in Sections 2, 4 and 5, other than as provided
in such Sections, from making payments at any time of principal of or interest
on any portion of the Intercompany Indebtedness, or the retention thereof by any
of the Companies of any money deposited with them for the payment of or on
account of the principal of or interest on the Intercompany Indebtedness.
7. Rights of Subrogation. Each Company agrees that no payment or
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distribution to the Agent, the Banks or the Noteholders pursuant to the
provisions of this Agreement shall entitle it to exercise any rights of
subrogation in respect thereof until the Senior Debt shall have been
indefeasibly paid in full and the Revolving Credit Commitments, Term Loan
Commitments and the Swing Loan Commitment shall have terminated.
8. Instruments Evidencing Intercompany Indebtedness. Each Company shall
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cause each instrument which now or hereafter evidences all or a portion of the
Intercompany Indebtedness to be conspicuously marked as follows:
"This instrument is subject to the terms of an Intercompany
Subordination Agreement dated as of June 15, 1996 in favor of PNC
Bank, National Association, as collateral agent, which Intercompany
Subordination Agreement is incorporated herein by reference.
Notwithstanding any contrary statement contained in the within
instrument, no payment on account of the principal thereof or interest
thereon shall become due or payable except in accordance with the
express terms of said Intercompany Subordination Agreement."
Each Company will further mark its books of account in such a manner as
shall be effective to give proper notice to the effect of this Agreement.
9. Agreement Solely to Define Relative Rights. The purpose of this
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Agreement is solely to define the relative rights of the Companies, on the one
hand, and the Agent, the Banks and the Noteholders, on the other hand. Nothing
contained in this Agreement is intended to or shall impair, as between any of
the Companies and their creditors other than the Collateral Agent on behalf of
the Agent, the Banks and the Noteholders, the obligation of the Companies to
each
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other to pay the principal of and interest on the Intercompany Indebtedness as
and when the same shall become due and payable in accordance with its terms, or
is intended to or shall affect the relative rights among the Companies and their
creditors other than the Agent and the Banks, nor shall anything herein prevent
any of the Companies from exercising all remedies otherwise permitted by
applicable Law upon default under any agreement pursuant to which the
Intercompany Indebtedness is created, subject to the rights, if any, under this
Agreement of the Agent, the Banks and the Noteholders to receive cash, property
or securities otherwise payable or deliverable with respect to the Intercompany
Indebtedness.
10. No Implied Waivers of Subordination. No right of the Collateral Agent
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on behalf of the Agent, the Bank or the Noteholders to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of any Company or by any act or failure to act
by the Agent, any Bank or any of the Noteholders, or by any non-compliance by
any Company with the terms, provisions and covenants of any agreement pursuant
to which the Intercompany indebtedness is created, regardless of any knowledge
thereof the agent, any Bank or any of the Noteholders may have or be otherwise
charged with. Each Company by its acceptance hereof shall agree that, so long as
there is Senior Debt outstanding or Revolving Credit Commitments, Term Loan
Commitments or the Swing Loan Commitment in effect under the Credit Agreement,
such Company shall not agree to sell, assign, pledge, encumber or otherwise
dispose of, or to compromise, release, forgive or otherwise discharge the
obligations of the other Companies with respect to their Intercompany
Indebtedness, other than by means of payment of such Intercompany Indebtedness
according to its terms, without the prior written consent of the Collateral
Agent.
Without in any way limiting the generality of the foregoing paragraph, the
Collateral Agent on behalf of the Agent, the Banks and the Noteholders may, at
any time and from time to time, without the consent of or notice to the
Companies except the Borrower to the extent provided in the Credit Agreement or
the Note Purchase Agreements, without incurring responsibility to the Companies
and without impairing or releasing the subordination provided in this Agreement
or the obligations hereunder of the Companies to the Agent, the Banks and the
Noteholders, do any one or more of the following: (i) change the manner, place
or terms of payment, or extend the time payment, renew or alter the Senior Debt
or otherwise amend or supplement the Senior Debt, the Senior Loan Documents or
the Note Purchase Agreement; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing the Senior Debt; (iii)
release any person liable in any manner for the payment or collection of the
Senior Debt; and (iv) exercise or refrain from exercising any rights against any
of the Companies and any other person.
11. Additional Subsidiaries. The Companies covenant and agree that they
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shall cause all Subsidiaries created or acquired after the date of this
Agreement to execute an agreement subordinating all Indebtedness owed to any
such Subsidiary by any of the Companies or other Subsidiaries hereafter created
or acquired substantially in the form of this Agreement.
12. Continuing Force and Effect. This Agreement shall continue in force
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for so long as any portion of the Senior Debt remains unpaid and any Revolving
Credit Commitments. Term
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Loan Commitments or the Swing Loan Commitment under the Credit Agreement remain
outstanding, it being contemplated that this Agreement be of a continuing
nature.
13. Modification. Amendments or Waivers. Any and all agreements amending
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or changing any provision of this Agreement or the rights of the Agent, the
Banks or the Noteholders hereunder, and any and all waivers or consents to
Events of Default or other departures from the due performance of the Companies
hereunder shall be made only by written agreement, waiver or consent signed by
the Collateral Agent, acting on behalf of the Agent, the Banks and the
Noteholders, with the written consent of the Required Creditors, any such
agreement, waiver or consent made with such written consent being effective to
bind all the Banks.
14. Expenses. The Companies unconditionally and jointly and severally
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agree upon demand to pay to the Collateral Agent on behalf of the Agent, the
Banks and the Noteholders the amount of any and all reasonable and necessary
out-of-pocket costs, expenses and disbursements for which reimbursement is
customarily obtained, including fees and expenses of counsel, which the
Collateral Agent, the Agent, any of the Banks or any of the Noteholders may
incur in connection with (a) the administration of this Agreement, (b) the
exercise or enforcement of any of the rights of the Agent, the Banks or the
Noteholders hereunder, or (c) the failure by the Companies to perform or observe
any of the provisions hereof.
15. Severability. The provisions of this Agreement are intended to be
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severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.
16. Governing Law. This Agreement shall be a contract under the internal
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laws of the Commonwealth of Pennsylvania and for all purposes shall be construed
in accordance with the internal laws of the Commonwealth of Pennsylvania without
giving effect to its principles of conflicts of law.
17. Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
the Agent, the Banks and the Noteholders and their respective successors and
assigns, as permitted in the Credit Agreement or the Note Purchase Agreements,
and the obligations of the Companies shall be binding upon their respective
successors and assigns. The duties and obligations of the Companies may not be
delegated or transferred by the Companies (other than by a transaction permitted
under Section 8.2(j) or Section 10.6. of the Credit Agreement or the Note
Purchase Agreement, respectively, provided that the successor shall agree to be
bound by the terms of this Agreement) without the written consent of the
Required Creditors. Except to the extent otherwise required by the context of
this Agreement, the word "Banks" or "Noteholder" when used herein shall include
without limitation any holder of a Note or an assignment of rights therein
originally issued to a Bank under the Credit Agreement or to a Purchaser under
the Note Purchase Agreements, respectively, and each such holder of a Note or
assignment shall have the
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benefits of this Agreement to the same extent as if such holder had originally
been a Bank under the Credit Agreement or a Purchaser under the Note Purchase
Agreements, respectively.
18. Counterparts. This Agreement may be executed in any number of
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counterparts and by the different parties hereto on separate counterparts, each
of which, when executed and delivered, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
19. Attorneys-in-Fact. Each of the Companies hereby authorizes and
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empowers the Collateral Agent, at its election and in the name of either itself,
for the benefit of the Agent, the Banks and the Noteholders as their respective
interests may appear, or in the name of each such Company as is owed
Intercompany Indebtedness, to execute and file proofs and documents and take any
other action the Collateral Agent may deem advisable to completely protect the
Agent's, the Banks' and the Noteholders' interests in the Intercompany
Indebtedness and their right of enforcement thereof, and to that end each of the
Companies hereby irrevocably makes, constitutes and appoints the Collateral
Agent, its officers, employees and agents, or any of them, with full power of
substitution, as the true and lawful attorney-in-fact and agent of such Company
and with full power for such Company and in the name, place and stead of such
Company for the purpose of carrying out the provisions of this Agreement and
taking any action and executing, delivering, filing and recording any
instruments which the Collateral Agent may deem necessary or advisable to
accomplish the purposes hereof, which power of attorney, being given for
security, is coupled with an interest and irrevocable. Each Company hereby
ratifies and confirms and agrees to ratify and confirms all action taken by the
Collateral Agent, its officers, employees or agents pursuant to the foregoing
power of attorney.
20. Application of Payments. In the event any payments are received by
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the Collateral Agent under the terms of this Agreement for application to the
Senior Debt at any time when the Senior Debt has not been declared due and
payable and prior to the date on which it would otherwise become due and
payable, such payment shall constitute a voluntary prepayment of the Senior Debt
for all purposes under the Credit Agreement and the Note Purchase Agreements.
21. Remedies. In the event of a breach by any of the Companies in the
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performance of any of the terms of this Agreement, the Collateral Agent on
behalf of the Agent, the Banks and the Noteholders may demand specific
performance of this Agreement and seek injunctive relief and may exercise any
other remedy available at law or in equity, it being recognized that the
remedies of the Collateral Agent on behalf of the Agent, the Banks and the
Noteholders at law may not fully compensate the Agent, the Banks and the
Noteholders for the damages they may suffer in the event of a breach hereof.
22. Consent to Jurisdiction: Waiver of Jury Trial. Each of the Companies
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hereby irrevocably consents to the non-exclusive jurisdiction of the Court of
Common Pleas of Allegheny County and the United States District Court for the
Western District of Pennsylvania, waives personal service of any and all process
upon it and consents that all such service of process be made by certified or
registered mail directed to the Companies at the addresses set forth or referred
to in Section 23 hereof and service so made shall be deemed to be completed upon
actual
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receipt thereof. Each of the Companies waives any objection to jurisdiction and
venue of any action instituted against it as provided herein and agrees not to
assert any defense based on lack of jurisdiction or venue, AND EACH OF THE
COMPANIES WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT TO THE FULL EXTENT PERMITTED BY LAW.
23. Notices. All notices, statements, requests and demands and other
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communications given to or made upon the Companies, the Agent, the Banks or the
Noteholders in accordance with the provisions of this Agreement shall be given
or made as provided in Section 11.6 of the Credit Agreement or Section 18 of the
Note Purchase Agreements. Notice to any Company other than the Borrower shall be
delivered or sent to such Company at its address set forth on Schedule 2 hereto.
24. Limitation of Liability. The parties to this Agreement and the Agent,
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the Banks and the Noteholders are expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of the Borrower and the
declarations of trust of certain of the Companies and agree that, except as set
forth in the following sentence, the obligations assumed by such Companies
pursuant to this Agreement be limited in any case to such Companies and their
respective assets.
The parties to this Agreement and the Agent, the Banks and the Noteholders
shall not seek satisfaction of any obligation of such Companies under this
Agreement from any of the shareholders, trustees, officers, employees or agents
of any of the Companies except as contemplated under the Pledge Agreement, the
Declaration of Trust of the Borrower and the declarations of trust of certain of
the Companies. Notwithstanding the foregoing, nothing in such declarations of
trust or elsewhere shall prohibit the Collateral Agent on behalf of the Agent,
the Banks and the Noteholders from pursuing any remedies against any outside
professionals or consultants employed by the Companies.
25. Amendment and Restatement. This Agreement amends and restates that
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certain Intercompany Subordination Agreement dated as of January 31, 1996 by and
among the Borrower and certain of Borrower's Subsidiaries.
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WITNESS the due execution hereof as of the day and year first above
written.
ADVANCED INFORMATION SERVICES
By:___________________
Title:________________
EDGEWOOD SERVICES, INC.
By:___________________
Title:________________
EXCHANGE FUND RESEARCH CORP.
By:___________________
Title:________________
FEDERATED ADMINISTRATIVE SERVICES
By:___________________
Title:________________
FEDERATED ADMINISTRATIVE SERVICES, INC.
By:___________________
Title:________________
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FEDERATED ADVISORS
By:___________________
Title:________________
FEDERATED BANK & TRUST
By:___________________
Title:________________
FEDERATED FINANCIAL SERVICES, INC.
By:___________________
Title:________________
FEDERATED GLOBAL RESEARCH CORP.
By:___________________
Title:________________
FEDERATED INTERNATIONAL MANAGEMENT LIMITED
By:___________________
Title:________________
FEDERATED INVESTMENT COUNSELING
By:___________________
Title:________________
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FEDERATED INVESTORS
By:____________________
Title:_________________
FEDERATED INVESTORS BUILDING CORP.
By:____________________
Title:_________________
FEDERATED INVESTORS, INC.
By:____________________
Title:_________________
FEDERATED INVESTORS INSURANCE, INC.
By:____________________
Title:_________________
FEDERATED INVESTORS MANAGEMENT COMPANY
By:____________________
Title:_________________
FEDERATED MANAGEMENT
By:____________________
Title:_________________
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FEDERATED RESEARCH
BY:__________________
Title:_______________
FEDERATED RESEARCH CORP.
By:__________________
Title:_______________
FEDERATED SECURITIES CORP.
By:__________________
Title:_______________
FEDERATED SERVICES COMPANY
By:__________________
Title:_______________
FEDERATED SHAREHOLDER SERVICES
By:__________________
Title:_______________
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FEDERATED SHAREHOLDER SERVICES COMPANY
BY:___________________
Title:________________
FFSI INSURANCE AGENCY, INC.
By:___________________
Title:________________
FII HOLDINGS, INC.
By:___________________
Title:________________
FS HOLDINGS, INC.
BY:___________________
Title:________________
PASSPORT RESEARCH, LTD.
By:___________________
Title:________________
RETIREMENT PLAN SERVICE COMPANY OF AMERICA
By:___________________
Title:________________
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SCHEDULE 1
TO
INTERCOMPANY SUBORDINATION AGREEMENT
_________________________________________________________
List of Companies
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1. Advanced Information Services
2. Edgewood Services, Inc.
3. Exchange Fund Research Corp.
4. Federated Administrative Services
5. Federated Administrative Services, Inc.
6. Federated Advisers
7. Federated Bank and Trust
8. Federated Financial Services, Inc.
9. Federated Global Research Corp.
10. Federated International Management Limited
11. Federated Investment Counseling
12. Federated Investors
13. Federated Investors Building Corp.
14. Federated Investors, Inc.
15. Federated Investors Insurance, Inc.
16. Federated Investors Management Company
17. Federated Management
18. Federated Research
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19. Federated Research Corp.
20. Federated Securities Corp.
21. Federated Services Company
22. Federated Shareholder Services
23. Federated Shareholder Services Company
24. FFSI Insurance Agency, Inc.
25. FII Holdings, Inc.
26. FS Holdings, Inc.
27. Passport Research, Ltd.
28. Retirement Plan Service Company of America
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SCHEDULE 2
TO
INTERCOMPANY SUBORDINATION AGREEMENT
Notice Information
------------------
Advanced Information Services Systems Address: Federated Investors Tower
Edgewood Services, Inc. 1001 Liberty Avenue
Exchange Fund Research Corp. Pittsburgh, PA 15222-3779
Federated Administrative Services Attn: John McGonigle
Federated Administrative Services, Inc. Telephone No.:(412)288-1936
Federated Advisors Telecopier No.:(412)288-7578
Federated Financial Services. Inc.
Federated Global Research Corp.
Federated International Management Limited
Federated Investment Counseling
Federated Investors
Federated Investors Building Corp.
Federated Investors, Inc.
Federated Investors Insurance, Inc.
Federated Investors Management Company
Federated Management
Federated Research
Federated Research Corp.
Federated Securities Corp.
Federated Services Company
Federated Shareholder Services
Federated Shareholder Services Company
FFSI Insurance Agency, Inc.
Passport Research, Ltd.
Retirement Plan Service Company of America
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FII Holdings. INC. Address: 103 Springer Building
FS Holdings. Inc 3411 Silverside Road
Wilmington, DE 19810
Attn: George Warren
Telephone No.: (302) 478-6160
Telecopier No.:(302) 478-3667
Federated Bank and Trust Address: P.O. Box 40
Gibbsboro, NJ 08026
Telephone No.: (609) 346-8108
Telecopier No.:(609) 346-8116
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