Exhibit 4.12
FEDERATED INVESTORS PROGRAM
FEE AGREEMENT
Dated as of October 24, 1997
between
FEDERATED INVESTORS,
as Parent
and
PLT FINANCE, L.P.,
as Revolving Purchaser
TABLE OF CONTENTS
Page
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ARTICLE I RULES OF CONSTRUCTION; DEFINITIONS
1.01. Rules of Construction............... 1
1.02. Definitions......................... 1
ARTICLE II FEE
2.01. Fee................................. 2
2.02. Payment............................. 2
2.03. Certain Understandings.............. 2
ARTICLE III MISCELLANEOUS
3.01. Modifications in Writing............ 2
3.02. Notices............................. 2
3.03. Binding Effect, Assignment.......... 2
3.04. Governing Law....................... 3
3.05. Severability of Provisions.......... 3
FEDERATED INVESTORS PROGRAM
FEE AGREEMENT
FEDERATED INVESTORS PROGRAM FEE AGREEMENT, dated as of October 24,
1997 (this "Agreement"), among FEDERATED INVESTORS (the "Parent") and PLT
Finance, L.P. (the "Revolving Purchaser").
W I T N E S S E T H:
WHEREAS, the Parent and the Revolving Purchaser are parties to that
certain Federated Investors Program Master Agreement dated as of the date hereof
with the Parent, the Seller, the Revolving Purchaser, and the "Distributor,"
"Transferor," "Funding and Collection Agent," "Initial Purchaser" and "Program
Administrator," each as defined therein (the "Master Agreement") relating to the
program contemplated thereby (the "Program");
WHEREAS, the Seller and the Revolving Purchaser are also parties to
the Revolving Purchase Agreement; and
WHEREAS, the Parent and the Revolving Purchaser wish to set forth
their understandings relating to the Fee as hereinafter defined;
NOW, THEREFORE, in consideration of the foregoing premises, and the
mutual covenants and agreements herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
RULES OF CONSTRUCTION; DEFINITIONS
Section 1.01. Rules of Construction. The rules of construction set
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forth in Schedule X to the Master Agreement shall be applied to this Agreement.
Section 1.02. Definitions. Capitalized terms not expressly defined
-----------
herein, which are defined in Schedule X to the Master Agreement or in the
Revolving Purchase Agreement (defined as hereinafter provided), shall have the
same meanings herein as in said Schedule X or Revolving Purchase Agreement.
ARTICLE II
FEE
Section 2.01. Fee. In consideration of the undertaking of the Parent
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pursuant to the Master Agreement to cause each Advisor to manage each Fund in
accordance with its
Fundamental Investment Objectives and Policies in effect from time to time, the
Revolving Purchaser agrees to pay to the Parent the Fee.
Section 2.02. Payment. The Placement Component shall be payable on
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the twelve month anniversary of the Placement Determination Date for the related
Placement. The Program Collection Component shall be payable on each Monthly
Settlement Date.
Section 2.03. Certain Understandings. Nothing in this Agreement
----------------------
shall be construed as making the Parent a partner of, joint venturer with or
employee of the Revolving Purchaser. All payments hereunder shall be deemed
payments to an independent contractor.
ARTICLE III
MISCELLANEOUS
Section 3.01. Modifications in Writing. This Agreement and any term
-------------------------
or provision hereof may only be amended, modified or waived by a written
instrument executed by the parties hereto and by any additional Persons whose
execution is required pursuant to Section 9.01 of the Master Agreement.
Section 3.02. Notices. All notices, demands, instructions and other
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communications required or permitted to be given to or made upon any party
hereto shall be given or made in accordance with Section 9.03 of the Master
Agreement.
Section 3.03. Binding Effect; Assignment. This Agreement shall be
--------------------------
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. No party shall assign any of its rights or
obligations hereunder without the prior written consent of the other parties
hereto and of any additional Persons whose consent is required pursuant to
Section 9.07 of the Master Agreement; provided that the Purchaser's right, title
and interest in, to and under this Agreement, including all of the Revolving
Purchaser's right, title and interest in and to Purchased Portfolio Assets may
be assigned as contemplated by the Program Documents without the consent of the
Seller.
Section 3.04. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
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CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Section 3.05. Severability of Provisions. Any provisions of this
---------------------------
Agreement which are prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and date first above written.
FEDERATED INVESTORS,
as Parent
By: /s/ Denis McAuley
-----------------------------
Name: Denis McAuley
Title: Vice President
PLT FINANCE, L.P.
BY: PLT FINANCE, INC., as General Partner
By: /s/ William P. Henson
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Name: William P. Henson
Title: Vice President and Treasurer