Exhibit 10.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of April 8, 2002, and is by and among FEDERATED
INVESTORS, INC., a Pennsylvania corporation (the "Borrower"), the BANKS set
forth herein (collectively, the "Banks"), and PNC BANK, NATIONAL ASSOCIATION, as
agent for the Banks (the "Agent").
WHEREAS, the Borrower, the Banks and the Agent are parties to that certain
Second Amended and Restated Credit Agreement dated as of January 22, 2002 (the
"Credit Agreement");
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the same meanings given to them in the Credit Agreement; and
WHEREAS, the Borrower, the Banks and the Agent wish to amend the Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree as
follows:
1. Definitions.
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Defined terms used herein unless otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement as amended by this Amendment.
2. Amendment of Credit Agreement.
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(a) Section 2.10(a) [Issuance of Letters of Credit] of the Credit Agreement
is hereby amended by deleting the first sentence in its entirety and inserting
the following in lieu thereof:
The Borrower may request the issuance of a letter of credit
(each a "Letter of Credit") on behalf of itself or another Company by
delivering to the Agent a completed application and agreement for
letters of credit in such form as the Agent may specify from time to
time by no later than such period of time in advance of the proposed
date of issuance as the Agent deems to be reasonably necessary.
(b) Section 2.10(a) [Issuance of Letters of Credit] of the Credit Agreement
is hereby amended by deleting the second sentence in its entirety and
inserting the following in lieu thereof:
Subject to the terms and conditions hereof and in
reliance on the agreements of the other Banks set forth in this
Section 2.10, the Agent will issue a Letter of Credit, provided
that each Letter of Credit shall (A) have a maximum maturity of
three hundred sixty-four (364) days from the date of issuance, (B)
in the event that the Letter of Credit shall have an expiration
date later than the Revolving Credit Expiration Date, the Borrower
shall provide to the Agent with respect to any such Letter of
Credit no later than five (5) Business Days prior to the Revolving
Credit Expiration Date either (i) cash collateral for deposit in a
non-interest bearing account with the Agent in an amount equal to
the maximum amount available to be drawn on such Letter of Credit
and the Borrower pledges to the Agent and the Banks a security
interest in all such cash as security for the Letter of Credit
Outstandings, or (ii) a replacement letter of credit, provided,
further, that in no event shall the Revolving Facility Usage
exceed, at any one time, the Revolving Credit Commitments.
(c) Section 2.10 [Letter of Credit Subfacility] of the Credit Agreement is
hereby amended by inserting the following subsection:
(j) Purpose.
The purpose of any Letter of Credit shall be to
meet the business needs of the Borrower including those needs relating
to Funds that the Borrower sponsors.
3. Conditions of Effectiveness of Amendment of Credit Agreement. The
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effectiveness of this Amendment of the Credit Agreement is expressly
conditioned upon satisfaction of each of the following conditions precedent on
the date hereof:
(a) Representations and Warranties; No Defaults. The representations and
warranties of the Borrower contained in Article VI of the Credit Agreement
shall be true and accurate on the date thereof with the same effect as though
such representations and warranties had been made on and as of such date
(except representations and warranties which relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein), and the Borrower shall
have performed and complied with all covenants and conditions under the Senior
Loan Documents and hereof; and no Event of Default or Potential Default under
the Credit Agreement and the other Senior Loan Documents shall have occurred
and be continuing or shall exist.
(b) Authorization and Incumbency. There shall be delivered to the Agent for
the benefit of each Bank a certificate, dated as of the date hereof, and signed
by the Secretary or an Assistant Secretary of the Borrower, certifying as
appropriate as to:
(i) all action taken by the Borrower in connection with this Amendment and
the other Senior Loan Documents; and
(ii) the names of the officer or officers authorized to sign this Amendment
and the other documents executed and delivered
in connection herewith and described in this
Section 3 and the true signatures of such
officer or officers.
(c) Acknowledgment. There shall be delivered to the Agent for the benefit
of each Bank the Confirmation in the form attached hereto as Exhibit 1 hereto
executed by each of the Loan Parties (other than the Borrower).
(d) Legal Details; Counterparts. All legal details and proceedings in
connection with the transactions contemplated by this Amendment shall be in
form and substance satisfactory to the Agent, the Agent shall have received
from the Borrower and the Required Banks an executed original of this
Amendment and the Agent shall have received all such other counterpart
originals or certified or other copies of such documents and proceedings in
connection with such transactions, in form and substance satisfactory to the
Agent.
4. Fees and Expenses. The Borrower hereby agrees to reimburse the Agent
and the Banks on demand for all legal costs, expenses and disbursements
relating to this Amendment which are payable by the Borrower as provided in
Sections 10.5 and 11.3 of the Credit Agreement.
5. Force and Effect. Except as expressly modified by this Amendment, the
Credit Agreement and the other Senior Loan Documents are hereby ratified and
confirmed and shall remain in full force and effect after the date hereof.
6. Governing Law. This Amendment shall be deemed to be a contract under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE 1 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Second Amended and Restated Credit Agreement as
of the date first above written.
FEDERATED INVESTORS, INC.
By: /s/ Denis McAuley III
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Name: Denis McAuley, III
Title: Vice President
SIGNATURE PAGE 2 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
By: /s/ Carolyn B. Schwarz
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Name: Carolyn B. Schwarz
Title: Vice President
SIGNATURE PAGE 3 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ Elizabeth W.F. Bishop
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Name: Elizabeth W.F. Bishop
Title: Managing Director
SIGNATURE PAGE 4 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
FIRSTAR BANK, N.A.
By: /s/ David J. Dannemiller
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Name: David J. Dannemiller
Title: Vice President
SIGNATURE PAGE 5 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
STATE STREET BANK AND TRUST COMPANY
By: /s/ John T. Daley
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Name: John T. Daley
Title: Vice President
SIGNATURE PAGE 6 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
BANK ONE, NA (Main Office Chicago)
By: /s/ Mona Giuliano
Name: Mona Giuliano
Title: Assistant Vice President
SIGNATURE PAGE 7 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
CITIBANK, N.A.
By: /s/ Pierre Guigui
Name: Pierre Guigui
Title: Vice President
SIGNATURE PAGE 8 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
FLEET NATIONAL BANK
By: /s/ Lawrence Davis
Name: Lawrence Davis
Title: Portfolio Manager
SIGNATURE PAGE 9 OF 9 TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT
FIFTH THIRD BANK
By: /s/ Christopher Helmeci
Name: Christopher Helmeci
Title: Vice President
Exhibit 1
Form of
CONFIRMATION
Reference is hereby made to that certain Second Amended and Restated
Credit Agreement by and between FEDERATED INVESTORS, INC., the BANKS set forth
therein, and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Banks, dated as
of January 22, 2002 (the "Credit Agreement"). All terms used herein unless
otherwise defined herein shall have the meanings given to them in the Credit
Agreement.
On the date hereof, the Borrower, the Banks and the Agent are entering
into that certain Amendment No. 1 to Second Amended and Restated Credit
Agreement (the "Amendment"), a copy of which has been provided to the
undersigned. This Confirmation is delivered to the Bank pursuant to
Section 3(c) of the Amendment.
Pursuant to the Credit Agreement, on the Closing Date (i) the Guarantors
entered into that certain Continuing Agreement of Guaranty and Suretyship in
favor of the Agent for the benefit of the Banks (the "Guaranty Agreement") and
(ii) the Borrower and its Subsidiaries entered into that certain Intercompany
Subordination Agreement in favor of the Agent for the benefit of the Banks
(the "Intercompany Subordination Agreement"). This Confirmation will confirm
to the Agent and the Banks that the undersigned Guarantors and Subsidiaries of
the Borrower have read and understand the Amendment which provides that,
subject to certain conditions set forth in the Credit Agreement, Letters of
Credit may be issued so long as the Revolving Facility Usage does not exceed
the Revolving Credit Commitments.
The Guarantors hereby ratify and confirm the Guaranty Agreement. The
Subsidiaries of the Borrower hereby ratify and confirm the Intercompany
Subordination Agreement.
[SIGNATURE PAGES FOLLOW]
[SIGNATURE PAGE 1 OF 5 OF CONFIRMATION]
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned, by their duly authorized officers, have executed this
Confirmation as of April 8, 2002.
EDGEWOOD SERVICES, INC.
By:
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Title:
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FEDERATED ADMINISTRATIVE SERVICES
By:
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Title:
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FEDERATED ADMINISTRATIVE SERVICES, INC.
By:
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Title:
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FEDERATED INVESTMENT MANAGEMENT COMPANY
By:
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Title:
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FEDERATED INVESTORS TRUST COMPANY
By:
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Title:
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[SIGNATURE PAGE 2 OF 5 OF CONFIRMATION]
FEDERATED FINANCIAL SERVICES, INC.
By:
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Title:
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FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
By:
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Title:
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FEDERATED INTERNATIONAL MANAGEMENT
LIMITED
By:
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Title:
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FEDERATED INVESTORS, INC.
By:
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Title:
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FEDERATED INVESTORS MANAGEMENT COMPANY
By:
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Title:
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[SIGNATURE PAGE 3 OF 5 OF CONFIRMATION]
FEDERATED INVESTMENT COUNSELING
By:
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Title:
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FEDERATED SECURITIES CORP.
By:
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Title:
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FEDERATED SERVICES COMPANY
By:
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Title:
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FEDERATED SHAREHOLDER SERVICES COMPANY
By:
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Title:
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FII HOLDINGS, INC.
By:
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Title:
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[SIGNATURE PAGE 4 OF 5 OF CONFIRMATION]
PASSPORT RESEARCH, LTD.
By:
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Title:
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RETIREMENT PLAN SERVICE COMPANY OF
AMERICA
By:
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Title:
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FEDERATED INTERNATIONAL HOLDINGS BV
By:
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Title:
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FEDERATED INTERNATIONAL - EUROPE GMBH
By:
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Title:
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FEDERATED ASSET MANAGEMENT GMBH
By:
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Title:
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FEDERATED PRIVATE ASSET MANAGEMENT, INC.
By:
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Title:
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[SIGNATURE PAGE 5 OF 5 OF CONFIRMATION]
INVESTLINK TECHNOLOGIES, INC.
By:
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Title:
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