AGREEMENT OF AMENDMENT

Exhibit 10.47

AGREEMENT OF AMENDMENT

Dated as of December 31, 2004

Reference is made to that certain Purchase and Sale Agreement dated as of December 21, 2000 (as from time to time amended prior to the date hereof, the “Purchase Agreement”) among Federated Investors Management Company (the “Transferor”), Federated Securities Corp. (the “Distributor”), Federated Funding 1997-1, Inc. (the “Seller”), Federated Investors, Inc. (the “Parent”), Citibank, N.A., as Purchaser, and Citicorp North America, Inc., as Program Agent. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

The parties hereto agree that, effective as of the date hereof, the definition “Purchase Limit” set forth in Appendix A to the Purchase Agreement is hereby amended by replacing the amount “$150,000,000” set forth therein, with the amount “$75,000,000”.

Each of the Seller, the Distributor, the Transferor and the Parent represents and warrants that (i) this Agreement of Amendment has been duly authorized, executed and delivered by it and each of its obligations hereunder constitute its legal, valid and binding obligation enforceable against it in accordance with its terms, and (ii) immediately after giving effect to this Agreement of Amendment and the transactions contemplated hereunder, its representations and warranties set forth in the Program Documents will be true and correct and no Event of Termination has occurred, or will result therefrom.

This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

CITICORP NORTH AMERICA, INC., as Program Agent				CITIBANK, N.A., as Purchaser
By:		/s/ Signature illegible		By:		/s/ Signature illegible
Name:				Name:
Title:				Title:
FEDERATED INVESTORS MANAGEMENT COMPANY, as Transferor				FEDERATED SECURITIES CORP., as Distributor, Principal Shareholder Servicer and Servicer
By:		/s/ Xxxxxxx X. Xxxxxx		By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx		Name:		Xxxxxxx X. Xxxxxx
Title		Senior Vice President		Title:		Vice President
FEDERATED FUNDING 1997-1, INC., as Seller				FEDERATED INVESTORS, INC., as Parent
By:		/s/ Xxxxxxx X. Xxxxxx		By:		/s/ Xxxxx XxXxxxx
Name:		Xxxxxxx X. Xxxxxx		Name:		Xxxxx XxXxxxx
Title:		Vice President		Title:		Vice President