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Exhibit
10.48
AMENDMENT NO.
4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
THIS AMENDMENT NO. 4 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO
GUARANTY AGREEMENT (this “ Amendment ”) is dated
as of January 14, 2005, 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, as amended
by Amendment No. 1 to Second Amended and Restated Credit Agreement
dated as of April 8, 2002, and Amendment No. 2 to Second Amended
and Restated Credit Agreement dated as of January 20, 2003 and
Amendment No. 3 to Second Amended and Restated Credit Agreement
dated as of January 16, 2004 (the “ Credit Agreement
”) and the Guarantors set forth therein are parties to the
Continuing Agreement of Guaranty and Suretyship dated as of January
22, 2002 (the “ Guaranty Agreement
”);
WHEREAS, the Borrower, the
Banks and the Agent wish to amend the Credit Agreement and the
Guaranty 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
.
Capitalized 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 and Guaranty Agreement .
(a) The definition of
“Revolving Credit Expiration Date” in Section 1.1 of
the Credit Agreement is hereby amended and restated as
follows:
Revolving Credit
Expiration Date shall mean January 13, 2006 (which is the date
364 days after the effective date of Amendment No. 4 to Second
Amended and Restated Credit Agreement and Amendment to Guaranty
Agreement among the Borrower, the Banks and the Agent) or such
later date as determined pursuant to Section 2.13(a).
(b) Schedule 1.1(a)
[Commitments of the Banks] of the Credit Agreement is hereby
deleted in its entirety and Schedule 1.1(a) attached hereto
is inserted in lieu thereof.
(c) The Guaranty Agreement is
hereby amended by releasing each of Edgewood Services, Inc., a New
York corporation, Federated Financial Services, Inc., a
Pennsylvania corporation, and Federated Securities Corp., a
Pennsylvania corporation, as Guarantors thereunder.
3. Conditions of
Effectiveness of Amendment of Credit Agreement . The
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 hereof 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:
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(i) |
all action taken by the Borrower in connection with this
Amendment and the other Senior Loan Documents; and |
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(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) Notes . There
shall be delivered to the Agent for the benefit of each Bank which
is having its Revolving Credit Commitment amended pursuant to this
Amendment a Revolving Credit Note executed by the Borrower which
reflects its new Revolving Credit Commitment as set forth on
Schedule 1.1 (a) hereto.
(d) 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).
(e) 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 each of the Banks an executed
original of this Amendment. Each of this Amendment and the
Confirmation may be executed by the parties hereto or thereto in
any number of separate counterparts, each of which when taken
together shall constitute one and the same instrument.
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(f) Amendment Fee .
The Borrower shall pay to each of the Banks which executes this
Amendment on or before January 12, 2005 in immediately available
funds an amendment fee equal to five (5) basis points of each
Bank’s Revolving Credit Commitment, determined as of the date
of this Amendment.
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]
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SIGNATURE PAGE 1 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
IN WITNESS WHEREOF, the
parties hereto, by their officers thereunto duly authorized, have
executed this Amendment No. 4 to Second Amended and Restated Credit
Agreement and Amendment to Guaranty Agreement as of the date first
above written.
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| FEDERATED INVESTORS, INC. |
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| By: |
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/s/ Denis McAuley III
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| Name: |
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Denis
McAuley III |
| Title: |
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Vice
President |
SIGNATURE PAGE 2 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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PNC BANK, NATIONAL ASSOCIATION
individually and as Agent |
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| By: |
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/s/ Enrico Della Corna
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| Name: |
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Enrico
Della Corna |
| Title: |
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Vice
President |
SIGNATURE PAGE 3 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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BANK OF AMERICA, NATIONAL
ASSOCIATION |
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| By: |
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/s/ Sean Cassidy
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| Name: |
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Sean
Cassidy |
| Title: |
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Senior
Vice President |
SIGNATURE PAGE 4 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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STATE STREET BANK AND TRUST
COMPANY
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| By: |
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/s/ John T. Daley
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| Name: |
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John T.
Daley |
| Title: |
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Vice
President |
SIGNATURE PAGE 5 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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| JPMORGAN CHASE BANK |
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| By: |
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/s/ Marybeth Mullen
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| Name: |
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Marybeth
Mullen |
| Title: |
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Vice
President |
SIGNATURE PAGE 6 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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| CITIBANK, N.A. |
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| By: |
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/s/ Matthew Nicholls
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| Name: |
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Matthew
Nicholls |
| Title: |
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Vice
President |
SIGNATURE PAGE 7 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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| FIFTH THIRD BANK |
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| By: |
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/s/ James Janovsky
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| Name: |
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James
Janovsky |
| Title: |
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Vice
President |
SIGNATURE PAGE 8 OF 8 TO
AMENDMENT NO. 4
TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AND AMENDMENT TO GUARANTY
AGREEMENT
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| CITIZENS BANK OF PENNSYLVANIA |
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| By: |
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/s/ Dwayne Finney
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| Name: |
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Dwayne
Finney |
| Title: |
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Vice
President |
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, as amended by Amendment No. 1 to Second Amended
and Restated Credit Agreement dated as of April 8, 2002, Amendment
No. 2 to Second Amended and Restated Credit Agreement dated as of
January 20, 2003 and Amendment No. 3 to Second Amended and Restated
Credit Agreement dated as of January 16, 2004 (the “
Credit Agreement ”). All terms used herein unless
otherwise defined herein sha
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