Exhibit 10.03
AMENDMENT NO. 6 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT ("AMENDMENT NO. 6") is dated as
of December 3, 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, Amendment No. 4 to Credit
Agreement dated as of May 11, 1998 and Amendment No. 5 to Credit Agreement dated
as of July 17, 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; 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.
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.
(a) The definition of Certain Fixed Charges in Section 1.1 of the Credit
Agreement [Certain Definitions] is hereby amended by inserting the following
immediately before the end of the definition:
"plus (iii) all stock repurchase payments made pursuant to Section
8.2(i)(iv)."
(b) Section 8.2(i)(ii) of the Credit Agreement [Dividends and Related
Distributions] is hereby amended by inserting immediately before the beginning
of such clause the following:
"in addition to repurchases of Unpledged Shares permitted pursuant to
Section 8.2(i)(iv) below,"
(c) Section 8.2 (i)(iv) of the Credit Agreement [Dividends and Related
Distributions] is hereby amended by deleting such section in its entirety and
inserting the following in lieu thereof:
"(iv) during the Borrower's fiscal year 1998 and
thereafter, so long as (A) no Event of Default or Potential Default has occurred
and is continuing,
and (B) the Borrower is in compliance with Section 8.2(a), in the case of both
clauses (A) and (B) after giving effect to any such dividend or stock repurchase
payment, the Borrower may (1) make dividend payments with respect to the Common
Shares and in an amount not to exceed, and (2) in addition to repurchases of
Unpledged Shares permitted pursuant to Section 8.2(i)(ii) above, repurchase
Unpledged Shares for an amount not to exceed, in any fiscal year on a cumulative
basis for clauses (1) and (2), $20,000,000 plus 50% of any net income (or minus
100% of any net loss) of the Borrower and its Subsidiaries from January 1, 1998
through the date of payment."
(d) Section 3(B)(ii) of Exhibit L [Form of Compliance Certificate] to the Credit
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
"(ii) for any period of determination after fiscal year 1996
(a) (1) scheduled principal payments on Indebtedness of the $_____
Borrower
(2) dividend payments on the Common Shares actually paid in $_____
cash
(3) stock repurchase payments pursuant to Section 8.2(i)(iv) $_____
(b) Sum of Items (1), (2) and (3) $____"
3. CONDITIONS OF EFFECTIVENESS OF AMENDMENT OF CREDIT AGREEMENT. The
effectiveness of the 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 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 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.
(c) ACKNOWLEDGMENT. Each of the Loan Parties, other than the Borrower,
shall have executed the Confirmation in the form attached hereto
as EXHIBIT 1 hereto.
(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 No. 6 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 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 2 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment No. 6 as of the date first above
written.
FEDERATED INVESTORS, INC.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: President
PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
By: [signature illegible]
Title: Vice President
BANK OF AMERICA NT&SA
By: /s/ Xxxx X. Xxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx; /s/ Xxxxxx X. XxXxxxxxx III
Title: Vice President; Vice President
SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT
THE BANK OF NEW YORK
By: [signature illegible]
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
Title: Senior Manager Loan Operations
FIRST UNION NATIONAL BANK
By: [signature illegible]
Title: [title illegible]
NATIONSBANK, N.A.
By: [signature illegible]
Title: Senior Vice President
NATIONAL CITY BANK OF PENNSYLVANIA
By: [signature illegible]
Title: Assistant Vice President
STAR BANK, N.A.
By: [signature illegible]
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxx
Title: Vice President
CONFIRMATION
Reference is hereby made to that certain Senior Secured Credit Agreement
by and between FEDERATED INVESTORS, INC. (successor by merger to Federated
Investors), the BANKS set forth therein and PNC BANK, NATIONAL ASSOCIATION, as
Agent for the Banks dated as of January 31, 1996, as amended (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. 6 to 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 Borrower,
the Pledging Subsidiaries and the holders of the Class A Shares entered into
that certain Pledge Agreement in favor of the Agent for the benefit of the Banks
(the "PLEDGE AGREEMENT"), (ii) the Grantors entered into that certain Security
Agreement in favor of the Agent for the benefit of the Banks (the "SECURITY
AGREEMENT") and (iii) the Borrower and its Subsidiaries entered into that
certain Intercompany and 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
Pledging Subsidiaries, holders of the Class A Shares, Grantors and Subsidiaries
of the Borrower have read and understand the Amendment which amends Section
8.2(i)(iv) of the Credit Agreement [Dividends and Related Distributions] as set
forth therein.
The Pledging Subsidiaries and the holders of the Class A Shares hereby
ratify and confirm the Pledge Agreement. The Grantors hereby ratify and confirm
the Security 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
November ___, 1998.
ADVANCED INFORMATION SERVICES
By: /s/ Xxxxx X. Xxxxxxx
Title: Xxxxx X. Xxxxxxx, Vice President
EDGEWOOD SERVICES, INC.
By: /s/ Xxxxxxxx Xxxxxxxxxx
Title: Xxxxxxxx Xxxxxxxxxx, President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx, President
FEDERATED ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx, President
FEDERATED ADVISERS
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
[SIGNATURE PAGE 2 OF 5 OF CONFIRMATION]
FEDERATED INVESTORS TRUST CO.
By: /s/ Xxxxx X. Xxxx
Title: Xxxxx X. Xxxx, President
FEDERATED FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
FEDERATED GLOBAL RESEARCH CORP.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
FEDERATED INTERNATIONAL MANAGEMENT LIMITED
By: /s/ J. Xxxxxxx Xxxxxx
Title: J. Xxxxxxx Xxxxxx, Company Secretary
FEDERATED INVESTMENT COUNSELING
By: /s/ Xxxx X. Xxxxxx
Title: Xxxx X. Xxxxxx, President
FEDERATED INVESTORS BUILDING CORP.
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
[SIGNATURE PAGE 3 OF 5 OF CONFIRMATION]
FEDERATED INVESTORS INSURANCE, INC.
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. McGongile, President
FEDERATED INVESTORS MANAGEMENT COMPANY
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
FEDERATED MANAGEMENT
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
FEDERATED RESEARCH
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
FEDERATED RESEARCH CORP.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxx X. Xxxx
Title: Xxxxx X. Xxxx, President - Broker/Dealer
[SIGNATURE PAGE 4 OF 5 OF CONFIRMATION]
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx, President
FEDERATED SHAREHOLDER SERVICES
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
FEDERATED SHAREHOLDER SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx, President
FFSI INSURANCE AGENCY, INC.
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
FII HOLDINGS, INC.
By: /s/ Xxxx X. XxXxxxxxx
Title: Xxxx X. XxXxxxxxx, President
PASSPORT RESEARCH, LTD.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Title: J. Xxxxxxxxxxx Xxxxxxx, President
[SIGNATURE PAGE 5 OF 5 OF CONFIRMATION]
RETIREMENT PLAN SERVICE COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxxx
Title: Xxxxxx X. Xxxxxx, Chairman
THE VOTING SHARES IRREVOCABLE TRUST
By: /S/ J. XXXXXXXXXXX XXXXXXX
J. Xxxxxxxxxxx Xxxxxxx, Trustee
By: /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, Trustee
By: /S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Trustee
