Amendment No. 2 to the
Federated Investors Program Documents
Exhibit 10.27
Amendment No. 2 to the
Federated Investors Program Documents
AMENDMENT NO. 2 TO THE
FEDERATED INVESTORS PROGRAM DOCUMENTS
THIS AMENDMENT NO. 2 TO THE FEDERATED INVESTORS PROGRAM DOCUMENTS
(this "AMENDMENT") is made as of the 21st day of December, 2000, among Federated
Investors, Inc. (as successor to Federated Investors), a Pennsylvania
corporation (together with its permitted successors and assigns, the "Parent"),
Federated Funding 1997-1, Inc., a Delaware corporation (together with its
permitted successors and assigns, in its capacity as seller hereunder and as
beneficial owner of the Initial Purchaser, the "Seller"), Federated Investors
Management Company, a Pennsylvania corporation (together with its permitted
successors and assigns, the "Transferor"), Federated Securities Corp., a
Pennsylvania corporation (together with its permitted successors and assigns,
the "Distributor"), Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee of the PLT Finance Trust 1997-1 (together with its
permitted successors and assigns, the "Initial Purchaser"), Putnam Lovell
Finance L.P. (formerly PLT Finance, L.P.) (together with its permitted
successors and assigns, the "Revolving Purchaser" and together with the Initial
Purchaser, the "Purchasers"), Putnam Lovell Securities Inc. (formerly Putnam,
Lovell and Thornton Inc.), a Delaware corporation (together with its permitted
successors and assigns, the "Program Administrator") and Bankers Trust Company,
not in its individual capacity but solely as Collection Agent except as
otherwise expressly provided (together with its permitted successors and assigns
in such capacity, the " Collection Agent") (collectively, the "Parties"), and
amends and is supplemental to the Program Documents (such term and any other
capitalized terms used in this preamble or the recitals hereto without
definition shall have the meanings set forth below).
W I T N E S S E T H:
WHEREAS, the Parties are parties to that certain Federated Investors
Program Master Agreement, dated as of October 24, 1997 (the "Master Agreement");
WHEREAS, the Revolving Purchaser Termination Date has occurred and
the Parties desire to supplement and amend the Program Documents in connection
therewith;
WHEREAS, the Parties now agree to amend certain of the Program
Documents as provided herein.
NOW, THEREFORE, in consideration of the premises and such other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the Parties, it is hereby agreed as follows:
1. RULES OF CONSTRUCTION; DEFINITIONS. The rules of construction set
forth in Schedule X to the Master Agreement, as amended hereby, shall be applied
to this Amendment. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in Schedule X to such Master Agreement, as
amended hereby.
2. AMENDMENTS TO THE PROGRAM DOCUMENTS. Subject to the terms
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and conditions of this Amendment, the Program Documents are hereby amended
and supplemented as set forth in Exhibit A.
3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.
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The effectiveness of this Amendment shall be subject to the fulfillment or
waiver on the date of this Amendment of the following conditions precedent:
(a) This Amendment shall have been duly authorized,
executed and delivered by the Parties;
(b) The Amended and Restated Federated Investors Program
Collection Agency Agreement dated as of the date hereof (the "Amended and
Restated Collection Agency Agreement") shall have been duly authorized, executed
and delivered by the parties thereto;
(c) The Amended and Restated Federated Investors Program
Servicer Agent Agreement dated as of the date hereof (the "Amended and Restated
Servicer Agreement") shall have been duly authorized, executed and delivered by
the parties thereto;
(d) Each of the Distributor, the Transferor, the Seller, the
Initial Purchaser, the Revolving Purchaser and the Program Administrator shall
have executed a revised Irrevocable Payment Instruction in the form attached to
the Amended and Restated Collection Agency Agreement;
(e) The other Parties to this Amendment shall have received a
certificate of Secretary of each of the Seller, the Transferor, the Parent and
the Distributor certifying as to and attaching (i) a copy of the resolutions of
the Board of Directors or governing body authorizing the execution, delivery and
performance by such Federated Entity of this Amendment, the Amended and Restated
Collection Agency Agreement and the Amended and Restated Servicer Agreement (ii)
an incumbency certificate of such Federated Entity as to the person or persons
authorized to execute and deliver this Amendment with specimen signatures of
such persons acting on behalf thereof, and (iii) a certificate of good standing
of such Federated Entity issued by the Secretary of State of the state of
organization of each such Federated Entity; and
(f) The Parent shall have paid all reasonable fees and
expenses of the Initial Purchaser, the Revolving Purchaser, the Program
Administrator and the Collection Agent (including the reasonable accrued fees
and expenses of counsel to the Initial Purchaser, the Revolving Purchaser, the
Program Administrator and the Collection Agent) then due and payable in
connection herewith.
4. CONDITIONS SUBSEQUENT. Each of the Distributor, Transferor and
Seller agree that prior to January 15, 2000, it shall cause, at its sole
expense, the Initial Purchaser, the Revolving Purchaser and the Program
Administrator to receive legal opinions addressed to each of them, and upon
which they and their successors, assigns and, in the case of any Placement Trust
to which they have transferred Purchased Portfolio Assets, the investors
therein, can rely, in form and substance reasonably satisfactory to them, to the
effect that each of this Agreement, the Amended and Restated Collection Agency
Agreement, the Program Servicer Agent Agreement and the Irrevocable Payment
Instruction to which it or a Fund is a party has been duly authorized, executed
and delivered by it or such Fund and is enforceable in accordance with its terms
and as to such other matters that are typically covered by opinions given in
respect of similar documentation in connection with transactions of this type,
subject to customary qualifications.
5. REPRESENTATIONS AND WARRANTIES. Each of the Parties hereto
represents and warrants as of the date hereof to each of the other Parties that
this Amendment has been duly authorized, executed and delivered by such Party
pursuant to its limited partnership, corporate or trust powers, as the case may
be, and constitutes the legal, valid and binding obligation of such Party and
that each of its respective representations and warranties set forth in the
Master Agreement, as amended hereby, are true and correct on and as of the date
hereof as if made on and as of the date hereof (except such thereof as speak
only as of an earlier date).
6. CONFIRMATION OF THE PROGRAM DOCUMENTS. Except as herein expressly
amended, each of the Program Documents is ratified and confirmed in all respects
and shall remain in full force and effect in accordance with its terms. Each
reference in the Program Documents to the "Program Documents," "Master
Agreement," "Program Funding and Collection Agency Agreement," or "Program
Servicer Agreement" shall mean the Program Documents, the Master Agreement, the
Program Funding and Collection Agency Agreement, or the Program Servicer
Agreement as amended and supplemented by this Amendment, the Amended and
Restated Collection Agency Agreement or the Amended and Restated Servicer Agent
Agreement, as the case may be, and shall be read and construed as if the terms
of this Amendment were included therein by way of addition or substitution, as
the case may be.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ITS CONFLICT OF LAW RULES.
8. COUNTERPARTS. This Amendment may be executed in
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counterparts which, taken together, shall constitute a single document.
9. MODIFICATIONS IN WRITING. No amendment, modification, supplement,
termination or waiver of this Amendment shall be effective unless the same shall
be in writing and signed by the Parties and otherwise made in accordance with
the provisions of the Program Documents.
IN WITNESS WHEREOF, each of the Parties has executed this Amendment
by its duly authorized representative on the day and year first above written.
FEDERATED INVESTORS, INC.
as Parent
By:__/S/DENIS MCAULEY III
Name: Denis McAuley III
Title: Vice President
FEDERATED FUNDING 1997-1, INC.,
as Seller
By:_/S/RAYMOND J. HANLEY_____
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Name: Raymond J. Hanley
Title: Vice President
FEDERATED INVESTORS MANAGEMENT COMPANY,
as Transferor
By:__/S/RAYMOND J. HANLEY_____
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Name: Raymond J. Hanley
Title: Senior Vice President
FEDERATED SECURITIES CORP.,
as Distributor, Principal Shareholder Servicer
and Program Servicer Agent
By:__/S/RAYMOND J. HANLEY
Name: Raymond J. Hanley
Title: Vice President
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner
Trustee for PLT Finance Trust 1997-1, as
Initial Purchaser
By:_/S/DENISE M. GERAN
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Name: Denise M. Geran
Title: Senior Financial Services Officer
PUTNAM LOVELL FINANCE L.P.,
as Revolving Purchaser
By: Putnam Lovell Finance Inc., its General Partner
By: __SIGNATURE ILLEGIBLE
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Name:
Title:
PUTNAM LOVELL SECURITIES INC.,
as Program Administrator
By: SIGNATURE ILLEGIBLE
--------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as Collection Agent
By: _SIGNATURE ILLEGIBLE______
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Name:
Title:
A-3
Amendment No. 2 to the
Federated Investors Program Documents
A-1
Exhibit A to
Amendment No. 2 to the
Federated Investors
Program Documents
AMENDMENTS TO THE MASTER AGREEMENT
Subject to the terms and conditions of this Amendment, Schedule X to the Master
Agreement is hereby amended as follows:
1. all references to the "Funding and Collection Agent" shall be deleted
and replaced with a reference to the "Collection Agent".
2. all references to the "Funding and Collection Agent Fee" shall be
deleted and replaced with a reference to the "Collection Agent
Fee".
3. all references to the "Program Funding and Collection Agency Agreement"
shall be deleted and replaced with a reference to the "Collection
Agency Agreement".
4. all references to Exhibit J to the Master Agreement shall be deleted
and replaced with a reference to Exhibit A to the Collection
Agency Agreement.
5. all references to Exhibit L to the Master Agreement shall be deleted
and replaced with a reference to Exhibit B to the Collection
Agency Agreement.
6. Section 5.02(b) is amended by adding the following language at the end
thereof: "PROVIDED, that the Bankruptcy Remote Covenants shall
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not be construed to prevent the Seller from selling Portfolio
Assets, not purchased by the Purchasers, to a subsequent
purchaser in a True Sale as contemplated by the proviso to
Section 5.01(n) or from granting any such purchaser a security
interest in such Portfolio Assets sold to such purchaser in the
event the transaction is not recognized as a True Sale;"
7. Section 5.01(t) of the Master Agreement is amended by adding at the
end thereof the following clause: ", it being understood that the
Program Servicing Agent shall not be responsible for the proper
operation of the Excel Spreadsheet if the Program Servicer Agent
shall have properly input the required data and it has not modified
the spreadsheet mechanics without the prior written consent of the
Program Administrator and the CITI Program Agent".
8. Schedule X to the Master Agreement is hereby amended as follows:
a) by deleting the existing definitions of the following defined terms and
replacing them in their entirety with the following definitions:
"COMPANY" means each investment company registered with the SEC
under the Investment Company Act specified on Schedule I to the
Collection Agency Agreement, as the same may be supplemented
pursuant to Section 9.18 of the Master Agreement and Section 8.11 of
the Collection Agency Agreement.
"COMPLETE TERMINATION" shall (i) in respect of the Distribution Plan
in respect of any Fund have the meaning assigned to such term in
such Distribution Plan in effect on the date of the Master
Agreement, and (ii) in respect of the Principal Shareholder
Servicer's Agreement in respect of any Fund have the meaning
assigned to such term in such Principal Shareholder Servicer's
Agreement in effect on the date of the Master Agreement.
"FUND" means each separate series of a Company specified on Schedule
I to the Collection Agency Agreement, as the same may be
supplemented pursuant to Section 9.18 of the Master Agreement and
Section 8.11 of the Collection Agency Agreement.
"PURCHASED PORTFOLIO ASSETS" means the Initial Purchaser's Purchased
Portfolio Assets and the Revolving Purchaser's Purchased Portfolio
Assets.
"SHARES" means in respect of any Fund, any class of shares of such
Fund which are specified on Schedule I to the Collection Agency
Agreement, as the same may be supplemented pursuant to Section 9.18
of the Master Agreement and Section 8.11 of the Collection Agency
Agreement.
b) by deleting the existing definition and replacing it with the definition
"shall have the meaning set forth in the Collection Agency Agreement" for
each of the following defined terms: "Advisor"; "Allocation Procedures";
"Deposited Collection Funds"; "Investor Report"; "Irrevocable Payment
Instruction"; "Monthly Collection Determination Date"; "Permitted Conversion
Feature"; "Permitted Free Exchange"; "Portfolio Assets"; "Program Servicing
Procedures"; and "Purchaser".
c) by inserting the following new defined term:
"COLLECTION AGENCY AGREEMENT" means the Amended and Restated
Federated Investors Program Collection Agency Agreement, dated as of
December 21, 2000 among the Purchasers, the Program Administrator,
the Seller, the Transferor, the Distributor and the Collection
Agent.
d) by inserting a new definition which reads in its entirety "shall have the
meaning set forth in the Collection Agency Agreement" for each of the
following terms: "CITI Program Agent"; "Collection Agent"; "Collection Agent
Fee"; "Excel Spreadsheet"; "Former Purchasers"; "Initial Purchaser's
Ancillary Rights"; "Initial Purchaser's Program Collections"; "Initial
Purchaser's Program Documents"; "Initial Purchaser's Purchased Portfolio
Assets"; "Party"; "Revolving Purchaser's Ancillary Rights"; "Revolving
Purchaser's Program Collections"; "Revolving Purchaser's Program Documents";
and "Revolving Purchaser's Purchased Portfolio Assets".
AMENDMENTS TO THE COLLECTION AGENCY AGREEMENT
Subject to the terms and conditions of this Amendment, the Program Funding and
Collection Agency Agreement shall be replaced in its entirety by an Amended and
Restated Federated Investors Program Collection Agency Agreement in the form
attached hereto as Exhibit B.
AMENDMENTS TO THE PROGRAM SERVICER AGREEMENT
Subject to the terms and conditions of this Amendment, the Program Servicer
Agreement shall be replaced in its entirety by an Amended and Restated Federated
Investors Program Servicer Agent Agreement in the form attached hereto as
Exhibit C.
B-1
01740.072#210186v4
Exhibit B to
Amendment No. 2 to the
Federated Investors
Program Documents
FORM OF AMENDED AND RESTATED
FEDERATED INVESTORS PROGRAM COLLECTION AGENCY AGREEMENT
C-1
01740.072#210186
Exhibit C to
Amendment No. 2 to the
Federated Investors
Program Documents
FORM OF AMENDED AND RESTATED
FEDERATED INVESTORS PROGRAM SERVICE AGENT AGREEMENT
1
EXECUTION COPY
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AMENDMENT NO. 2 TO THE
FEDERATED INVESTORS PROGRAM DOCUMENTS
DATED AS OF DECEMBER 21, 2000
AMONG
FEDERATED INVESTORS, INC.
AS PARENT,
FEDERATED FUNDING 1997-1, INC.,
AS SELLER,
FEDERATED INVESTORS MANAGEMENT COMPANY,
AS TRANSFEROR,
FEDERATED SECURITIES CORP.,
AS DISTRIBUTOR, PRINCIPAL SHAREHOLDER SERVICER AND PROGRAM SERVICER AGENT,
WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER
TRUSTEE OF PLT FINANCE TRUST 1997-1,
AS INITIAL PURCHASER
PUTNAM LOVELL FINANCE L.P.
(FORMERLY PLT FINANCE, L.P.)
AS REVOLVING PURCHASER
PUTNAM LOVELL SECURITIES INC.,
(FORMERLY PUTNAM, LOVELL & THORNTON INC.)
AS PROGRAM ADMINISTRATOR
and
BANKERS TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY AS INDENTURE TRUSTEE
BUT SOLELY AS COLLECTION AGENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
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