FORM OF 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...
EXHIBIT 2
FORM OF
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 Bank and the Agent are entering into
that certain Amendment No. 5 to Credit Agreement (the "AMENDMENT"), a copy of
which has been provided to the undersigned. This Acknowledgment 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
Acknowledgment 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.
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 PAGE FOLLOWS]
[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 July
17, 1998.
ADVANCED INFORMATION SERVICES
By:
Title:
EDGEWOOD SERVICES, INC.
By:
Title:
EXCHANGE FUND RESEARCH CORP.
By:
Title:
FEDERATED ADMINISTRATIVE SERVICES
By:
Title:
FEDERATED ADMINISTRATIVE SERVICES, INC.
By:
Title:
FEDERATED ADVISERS
By:
Title:
[SIGNATURE PAGE 2 OF 5 OF CONFIRMATION]
FEDERATED BANK AND TRUST
By:
Title:
FEDERATED FINANCIAL SERVICES, INC.
By:
Title:
FEDERATED GLOBAL RESEARCH CORP.
By:
Title:
FEDERATED INTERNATIONAL MANAGEMENT LIMITED
By:
Title:
FEDERATED INVESTMENT COUNSELING
By:
Title:
FEDERATED INVESTORS BUILDING CORP.
By:
Title:
[SIGNATURE PAGE 3 OF 5 OF CONFIRMATION]
FEDERATED INVESTORS INSURANCE, INC.
By:
Title:
FEDERATED INVESTORS MANAGEMENT COMPANY
By:
Title:
FEDERATED MANAGEMENT
By:
Title:
FEDERATED RESEARCH
By:
Title:
FEDERATED RESEARCH CORP.
By:
Title:
FEDERATED SECURITIES CORP.
By:
Title:
[SIGNATURE PAGE 4 OF 5 OF CONFIRMATION]
FEDERATED SERVICES COMPANY
By:
Title:
FEDERATED SHAREHOLDER SERVICES COMPANY
By:
Title:
FEDERATED SHAREHOLDER SERVICES COMPANY
By:
Title:
FFSI INSURANCE AGENCY, INC.
By:
Title:
FII HOLDINGS, INC.
By:
Title:
PASSPORT RESEARCH, LTD.
By:
Title:
[SIGNATURE PAGE 5 OF 5 OF CONFIRMATION]
RETIREMENT PLAN SERVICE COMPANY OF AMERICA
By:
Title:
THE VOTING SHARES IRREVOCABLE TRUST
By:
/s/ J. Xxxxxxxxxxx Xxxxxxx, Trustee
By:
/s/ Xxxx X. Xxxxxxx, Trustee
By:
/s/ Xxxxxxx X. Xxxxxxx, Trustee
