AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 to Credit Agreement ("AMENDMENT NO. 4") is dated as
of May 11, 1998, and is by and among FEDERATED INVESTORS, a Delaware business
trust (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 (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; and
WHEREAS, the Borrower has requested that the Banks consent to the release
of certain Proxies, as more fully 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. Section 6.1(r) [Status of the Pledged Collateral] of the Credit
Agreement is hereby amended by deleting the last sentence thereof in its
entirety and inserting the following in lieu thereof:
At all times prior to an IPO, the Pledged Collateral, together
with the Proxies, are sufficient to give to the Agent on behalf of
the Banks, after the occurrence of an Event of Default, full voting
control of each of the Companies.
2. Section 8.1(a) [Preservation of Existence, etc.] of the Credit
Agreement is hereby amended by deleting the second sentence thereof in its
entirety and inserting in lieu thereof the following:
Notwithstanding the foregoing, the Borrower may be merged with
and into FII with FII as the survivor, so long as FII shall
expressly assume in writing all of the Borrower's obligations under
this Agreement and the other Loan Documents and such transaction
would not result in any Material Adverse Change, result in the
termination of investment advisory contracts with investment
advisory Subsidiaries of the Borrower, or, at all times prior to an
IPO, after the occurrence of an Event of Default, result in the
Pledged Collateral, together with the Proxies, being insufficient to
give to the Agent on behalf of the Banks or other successors or
nominees full voting control of the Borrower and its Subsidiaries in
all circumstances; PROVIDED the Borrower shall give not less than
thirty (30) days' prior notice to the Banks and deliver to the Agent
any documents, including acknowledgments, replacement notes,
organizational documents of FII after giving effect to the merger
and legal opinions, that the Banks may reasonably request to confirm
the foregoing and the continued Prior Security Interest granted
under the Senior Loan Documents and, prior to an IPO, the Borrower
shall use its best effort to deliver replacement Proxies from
holders of at least 50.1% of the issued and outstanding Class B
Shares, all of the foregoing in form and substance satisfactory to
the Agent and its counsel.
3. In order to participate in the IPO scheduled to take place on or about
May 15, 1998, the holders of the Class B Shares (the "SELLING SHAREHOLDERS") who
plan to sell some or all of their Class B Shares ("SHARES TO BE SOLD") in such
IPO need to represent that the Shares to be Sold are owned free and clear of any
liens or encumbrances. In order to be able to make such representation, the
Borrower, on behalf of the Selling Shareholders, has requested that the Proxies
with respect to the Shares to be Sold (the "SELLING SHAREHOLDERS' PROXIES") be
released. The Banks hereby consent to the release of the Selling Shareholders'
Proxies and direct the Agent, upon request from the Borrower, to cancel and
return the Selling Shareholders' Proxies to the Borrower or to provide such
other certificate or evidence of release as reasonably requested. The Borrower
represents to the Agent and the Banks that, after releasing the Selling
Shareholders' Proxies, the Agent on behalf of the Banks will still have Proxies
from the holders of at least 50.1% of the issued and outstanding Class B Shares,
as required by the Credit Agreement.
4. This Amendment No. 4 shall become effective on the first date on which
the Agent on behalf of the Banks shall have received (a) a counterpart of this
Amendment No. 4 executed by the Borrower and the Required Banks and (b) a
certificate signed by the Secretary or Assistant Secretary of the Borrower
certifying as to all action taken by the Borrower to authorize the execution,
delivery and performance of this Amendment No. 4 by the Borrower and attaching
thereto such resolutions.
5. The Borrower hereby represents to the Agent and the Banks that: the
representations and warranties of the Borrower contained in Article VI of the
Credit Agreement remain true and accurate on and as of the date hereof (except
for representations and warranties which relate solely to an earlier date or
time, which representations and warranties were true and correct on and as of
the specific dates or times referred to therein); the Borrower has performed and
is in compliance with all covenants contained in Article VIII or elsewhere in
the Credit Agreement; no Event of Default or Potential Default has occurred and
is continuing; and no less than 50.1% of the Class B Shares are subject to a
valid and enforceable Proxy.
6. 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. 4 which are payable by the Borrower as provided in Sections 10.5
and 11.3 of the Credit Agreement.
7. The Borrower and the Banks intend and agree that, except as provided
herein, the Credit Agreement shall remain in full force and effect without
modification.
8. This Amendment No. 4 shall be governed by and construed and enforced in
accordance with the internal laws of the Commonwealth of Pennsylvania without
reference to its principles of conflicts of law.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE 1 OF 2 TO AMENDMENT NO. 4 TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment No. 4 as of the date first above
written.
FEDERATED INVESTORS
By: /s/Xxxx X. XxXxxxxxx
Title: Executive Vice President
PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
By: /s/signature
Title: Vice President
BANK OF AMERICA NT&SA
By:/s/Xxxx X. Xxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/signature
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/Xxxxxx X. Xxxxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By: /s/Xxxxxxx X. Xxxxxx
/s/Xxxxxx X. XxXxxxxxx, III C.F.A.
Title:Vice Presidents
SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 4 TO CREDIT AGREEMENT
THE BANK OF NEW YORK
By:/s/signature
Title:Assistant Vice President
THE BANK OF NOVA SCOTIA
By:/s/M.D. Xxxxx
Title:Agent
CORESTATES BANK, N.A.
By:/s/Xxxxx X'Xxxxxx
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/Xxxxx X. Xxxxxxx
Title: Vice President
