AMENDMENT NO. 5 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT ("AMENDMENT NO. 5") is dated as
of July 17, 1998, and is by and among FEDERATED INVESTORS, INC., a Pennsylvania
corporation (the "BORROWER"), the BANKS set forth therein (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
Senior Secured Credit Agreement dated as of January 31, 1996, as amended by
Amendment No. 1 to Credit Agreement dated as of June 27, 1996, Amendment No. 2
to Credit Agreement dated as of December 13, 1996 and Amendment No. 3 to Credit
Agreement dated as of October 1, 1997 and Amendment No. 4 to Credit Agreement
dated as of May 11, 1998 (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;
WHEREAS, the Borrower, the Banks and the Agent wish to amend the Credit
Agreement as set forth herein; and
WHEREAS, the Borrower has requested that the Banks consent to the release
of the Proxies.
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.
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 AND RESTATEMENT OF CREDIT AGREEMENT AND RELATED MATTERS.
The parties hereto do hereby consent to the amendment and
restatement of the recitals and Articles I through XI to the Credit Agreement as
set forth on EXHIBIT 1 hereto and the amendment and restatement of Exhibit L
[Compliance Certificate] to the Credit Agreement to read as set forth on Exhibit
L attached hereto, with such amendments and restatements to be automatically
effective on the date hereof, subject only to the satisfaction of the conditions
set forth in Section 3 hereof.
3. CONDITIONS OF EFFECTIVENESS OF AMENDMENT AND RESTATEMENT OF
CREDIT AGREEMENT. The effectiveness of the Amendment and Restatement of the
Credit Agreement is expressly conditioned upon satisfaction of each of the
following conditions precedent on the date hereof:
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 Loan Documents shall have occurred and be
continuing or shall exist.
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:
all action taken by the Borrower in connection with this Amendment and the
other Loan Documents; and
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 and, in the
case of the Borrower, specifying the Authorized
Officers permitted to act on behalf of the
Borrower for purposes of the Loan Documents and
the true signatures of such officers, on which the
Agent and each Bank may conclusively rely.
OPINIONS OF COUNSEL. There shall be delivered to the Agent for the benefit
of each Bank a written opinion dated the date hereof of Joseph Huber, Esquire,
in-house counsel for the Loan Parties, with such opinion to be in form and
substance satisfactory to the Agent.
CONSENTS. All consents, including without limitation the consent of the
holders of the Senior Notes, required, if any, to effectuate this Amendment
shall have been obtained and a copy thereof delivered to the Agent for the
benefit of the Banks.
ACKNOWLEDGMENT. Each of the Loan Parties, other than the Borrower, shall
have executed the Confirmation in the form
attached hereto as EXHIBIT 2 hereto.
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. CONSENT TO RELEASE OF PROXIES. The Banks hereby consent and
direct the Agent to release the Proxies.
5. 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 No. 5 which are payable by the Borrower as provided
in Sections 10.5 and 11.3 of the Credit Agreement.
6. FORCE AND EFFECT. Except as expressly modified by this Amendment,
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed and shall remain in full force and effect after the date hereof.
7. 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 2 TO AMENDMENT NO. 5 TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment No. 5 as of the date first above
written.
FEDERATED INVESTORS, INC.
By:/s/Thomas R. Donahue
Title:
PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
By:/s/signature
Title: Vice President
BANK OF AMERICA NT&SA
By:/s/John G. Hayes
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By:/s/F. Omar Hazoury
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/Glenda L. Winter-Irving
Title:Vice President
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By: /s/William M. Earley
/s/Edward J. McDonnell, III C.F.A.
Title:Vice Presidents
SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 5 TO CREDIT AGREEMENT
THE BANK OF NEW YORK
By:/s/signature
Title:
THE BANK OF NOVA SCOTIA
By:/s/F.C.H. Ashby
Title: Senior Manager Loan Operations
FIRST UNION NATIONAL BANK
By:/s/Kevin O'Rourke
Title: Assistant Vice President
NATIONSBANK, N.A.
By:/s/signature
Title:
NATIONAL CITY BANK OF PENNSYLVANIA
By:/s/signature
Title: Assistant Vice President
STAR BANK, N.A.
By:/s/signature
Title: Vice President
THE CHASE MANHATTAN BANK
By:/s/ David J. Cintron
Title: Vice President