Exhibit 10.02
AMENDMENT NO. 7 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT ("AMENDMENT NO. 7") is dated as
of February 22, 1999, 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, Amendment No. 5 to Credit Agreement dated as
of July 17, 1998 and Amendment No. 6 to Credit Agreement dated as of December 3,
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:
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.
AMENDMENT OF CREDIT AGREEMENT.
Section 6.1 of the Credit Agreement is hereby amended by
inserting the following immediately at the end of such Section:
(dd) YEAR 2000. The Companies have reviewed the areas within
their business and operations which could be adversely affected by, and
have developed or are developing a program to address on a timely basis,
the risk that certain computer applications used by the Companies (or
any of their respective material suppliers, customers or vendors) may be
unable to recognize and perform properly date-sensitive functions
involving dates prior to and after December 31, 1999 (the "YEAR 2000
PROBLEM"). To the best knowledge of the Companies, except as set forth
in the Borrower's most recent Form 10-Q or Form 10-K filed with the
Securities and Exchange Commission, the Year 2000 Problem will not
result in any Material Adverse Change.
Section 8.2(j)(iii) [Liquidations, Mergers, Consolidations and
Acquisitions] is hereby amended by deleting the second proviso in its entirety
and
inserting in lieu thereof:
PROVIDED, FURTHER, that the foregoing dollar limitation shall not
apply to acquisitions in which the only assets being acquired are (A)
the right of one or more of the Companies to receive Fund Fees and any
related contract rights, covenants not to compete, goodwill or other
intangibles and (B) SUBJECT TO THE CAPITAL EXPENDITURE LIMITATION SET
FORTH IN SECTION 8.2(O), FIXED ASSETS, so long as IN ANY SUCH
ACQUISITION (i) any mutual fund generating the Fund Fees which are being
acquired ("TARGET FUND") is merged into an existing fund, (ii) the
composition of the board of directors of any Target Fund is identical to
the board of directors of an existing Fund, or (iii) one or more of the
Companies has entered into a servicing contract with the Target Fund and
such contract or related contracts contain make-whole provisions upon
early termination reasonably acceptable to the Agent.
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:
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.
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.
ACKNOWLEDGMENT. Each of the Loan Parties, other than the Borrower, shall
have executed the Confirmation in the form attached hereto as EXHIBIT 1 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.
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. 7 which are payable by the Borrower as provided
in Sections 10.5 and 11.3 of the Credit Agreement.
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.
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. 7 TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment No. 7 as of the date first above
written.
FEDERATED INVESTORS, INC.
By:
Title:
PNC BANK, NATIONAL ASSOCIATION
individually and as Agent
By:
Title:
BANK OF AMERICA NT&SA
By:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By:
Title:
SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 7 TO CREDIT AGREEMENT
THE BANK OF NEW YORK
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
FIRST UNION NATIONAL BANK
By:
Title:
NATIONAL CITY BANK OF PENNSYLVANIA
By:
Title:
STAR BANK, N.A.
By:
Title:
THE CHASE MANHATTAN BANK
By:
Title:
EXHIBIT 1
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 Banks and the Agent are entering
into that certain Amendment No. 7 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(j) of the Credit Agreement [Liquidations, Mergers, Consolidations and
Acquisitions] 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
February ___, 1999.
ADVANCED INFORMATION SERVICES
By:
Title:
EDGEWOOD SERVICES, INC.
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 INVESTORS TRUST CO.
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
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
J. Xxxxxxxxxxx Xxxxxxx, Trustee
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Trustee
By:/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Trustee
