Exhibit 4.10
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FEDERATED INVESTORS PROGRAM
INITIAL PURCHASE AGREEMENT
Dated as of October 24, 1997
between
FEDERATED FUNDING 1997-1, INC.,
as Seller
and
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee of the
PLT FINANCE TRUST 1997-1,
as Initial Purchaser
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[Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment filed by the Company with the Secretary of the Commission
on March 26, 1998, as amended on April 23, 1998]
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 SALE AND PURCHASE OF THE PORTFOLIO ASSETS
2.01. Sale and Purchase........................... 2
2.02. Transfers and Payments...................... 2
2.03. Recording of Sales and Transfers............ 2
2.04. Initial Purchaser's Collection Rights....... 3
2.05. Continuing Obligations...................... 3
2.06. Further Assurances.......................... 3
ARTICLE III SECURITY INTEREST
3.01. Security Interest........................... 3
ARTICLE IV MISCELLANEOUS
4.01. Modifications in Writing.................... 4
4.02. Notices..................................... 4
4.03. Binding Effect, Assignment.................. 4
4.04. Governing Law............................... 4
4.05. Severability of Provisions.................. 4
4.06. Trust Capacity.............................. 4
EXHIBITS
Exhibit A Purchased Portfolio Assets
i
FEDERATED INVESTORS PROGRAM
INITIAL PURCHASE AGREEMENT
FEDERATED INVESTORS PROGRAM INITIAL PURCHASE AGREEMENT, dated as of
October 24, 1997 (this "Agreement"), between FEDERATED FUNDING 1997-1, INC. (the
"Seller") and WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Owner Trustee of the PLT FINANCE TRUST 1997-1 (the "Initial
Purchaser").
W I T N E S S E T H:
WHEREAS, the Seller and the Initial Purchaser are parties to that
certain Federated Investors Program Master Agreement dated as of the date hereof
with Federated Investors, as Parent, the Seller, the Initial Purchaser, and the
"Distributor," "Transferor," "Funding and Collection Agent," "Revolving
Purchaser" and "Program Administrator," each as defined therein (the "Master
Agreement").
WHEREAS, the Seller desires to sell to the Initial Purchaser, and the
Initial Purchaser desires to purchase from the Seller, on the terms and subject
to the conditions specified in this Agreement and the Master Agreement, the
Purchased Portfolio Assets (defined as hereinafter provided);
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
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herein, which are defined in Schedule X to the Master Agreement, shall have the
same meanings herein as in said Schedule.
ARTICLE II
SALE AND PURCHASE OF THE RECEIVABLES
Section 2.01. Sale and Purchase. (a) The Seller hereby agrees to
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sell, transfer, convey and assign to the Initial Purchaser, and the Initial
Purchaser hereby agrees to purchase, in each case on the terms and subject to
the conditions set forth in this Agreement and in Article III of the Master
Agreement, all of the Seller's right, title and interest in, to and under all
Purchased Portfolio Assets described on Exhibit A hereto, including all
Ancillary Rights relating thereto.
(b) The parties to this Agreement intend that the transactions
contemplated hereby shall be, and shall be treated as, a purchase by the Initial
Purchaser and a sale by the Seller of the Purchased Portfolio Assets,
constituting a True Sale, and shall not be treated as a lending transaction.
The sale of Purchased Portfolio Assets by the Seller hereunder shall be without
recourse to, or representation or warranty of any kind (express or implied) by,
the Seller, except as set forth in the Master Agreement.
Section 2.02. Transfers and Payments. (a) Subject to the terms and
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conditions of the Master Agreement, the Seller shall convey the Purchased
Portfolio Assets arising directly or indirectly out of the Commission Shares of
each Fund issued on or prior to the Initial Purchase Cut-Off Date to the Initial
Purchaser on the Initial Purchase Date, and the Initial Purchaser shall pay to
the Seller a purchase price in the amount of $110,213,867 (the "Initial Purchase
Price") therefor.
(b) The parties agree, to the fullest extent they may lawfully do so,
that the Initial Purchase Price for the purchase and sale of the Purchased
Portfolio Assets pursuant to Section 2.02(a) above represents reasonably
equivalent value for the transfer of the same by the Seller to the Initial
Purchaser pursuant to this Agreement.
Section 2.03. Recording of Sales and Transfers. In connection with
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the sale and conveyance of Purchased Portfolio Assets pursuant hereto, the
Seller shall indicate on its books and records that all such Purchased Portfolio
Assets have been sold or conveyed to the Initial Purchaser. In addition, the
Seller shall not carry any Purchased Portfolio Assets on its accounting records,
and the Seller agrees that all such Purchased Portfolio Assets have been and
will be, as contemplated by the terms of this Agreement, transferred and sold to
the Initial Purchaser and carried on the Initial Purchaser's accounting records.
Notwithstanding the foregoing, Shareholder Servicing Fees may be reflected as
assets of the Distributor, the Transferor or the Seller if such treatment is
required by GAAP and if all appropriate financial statements are footnoted to
reflect the sale thereof to the Purchasers.
Section 2.04. Initial Purchaser's Collection Rights. The Initial
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Purchaser shall be entitled to take all actions it considers reasonable to
collect from the respective Companies and Funds all payments in respect of the
Purchased Portfolio Assets as and when the same shall become due. The Seller
hereby irrevocably authorizes and empowers the Initial Purchaser to demand, sue
for, collect and receive payment of any funds due with respect to the Purchased
Portfolio Assets in the name of the Seller, if required in the judgment of the
Initial Purchaser.
2
Section 2.05. Continuing Obligations. Notwithstanding any other
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provision of this Agreement, to the extent that any obligation of the Seller
under, pursuant to and in connection with the Purchased Portfolio Assets remains
unperformed or executory, the Seller shall be obligated to perform such
obligation to the same extent as if the purchase and sale contemplated hereby
had not taken place, and the Initial Purchaser shall not be required or
obligated in any manner to perform or fulfill any of the obligations of Seller
under, pursuant to or in connection with any Purchased Portfolio Assets.
Section 2.06. Further Assurances. The Seller agrees to do such
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further acts and things, and to execute and deliver to the Initial Purchaser
such additional assignments, agreements, powers and instruments, as are
reasonably required by the Initial Purchaser to carry into effect the purposes
of this Agreement or to better assure and confirm unto the Initial Purchaser its
rights, power and remedies hereunder.
ARTICLE III
SECURITY INTEREST
Section 3.01. Security Interest. For valuable consideration, the
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receipt and sufficiency of which are hereby acknowledged, and to induce the
Initial Purchaser to purchase the Purchased Portfolio Assets hereunder, the
Seller hereby grants to the Initial Purchaser, in order to secure the Initial
Purchaser's rights under this Agreement, a security interest in any remaining
right, title and interest in and to the Purchased Portfolio Assets that remain
property of the Seller's estate, notwithstanding this Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Modifications in Writing. This Agreement and any term
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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 4.02. 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 4.03. Binding Effect; Assignment. This Agreement shall be
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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 Initial
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.
3
Section 4.04. 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 4.05. Severability of Provisions. Any provisions of this
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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.
Section 4.06. Trust Capacity. In executing and delivering this
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Agreement and any other Program Document, Wilmington Trust Company acts solely
as Owner Trustee of PLT Finance Trust 1997-1 and not in any individual capacity,
and all persons having any claim against Wilmington Trust Company by reason of
the transactions contemplated hereby shall not have any recourse to Wilmington
Trust Company in its individual capacity.
4
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 FUNDING 1997-1, INC.,
as Seller
By: /s/ Thomas R. Donahue
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Name: Thomas R. Donahue
Title: Vice President
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee of the
PLT FINANCE TRUST 1997-1
By: /s/ Debra Eberly
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Name: Debra Eberly
Title: Administrative Account Manager
5
Exhibit A to
Initial Purchase Agreement
Purchased Portfolio Assets
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All Portfolio Assets, together with the Program Collections and the
Ancillary Rights with respect thereto, arising directly or indirectly out of the
Commission Shares of each Fund issued on or prior to the Initial Purchase Cut-
Off Date, and, pursuant to the Program Allocation Procedures, consisting of
[Confidential Treatment Requested] of Portfolio Assets arising directly or
indirectly out of 5.5% Commission Shares and [Confidential Treatment Requested]
of Portfolio Assets arising directly or indirectly out of Commission Shares sold
on a 4% commission basis.
A-1