0001193125-04-040522 Sample Contracts

SIXTH AMENDMENT TO AGREEMENT OF LEASE FOR PREMISES IN THE FEDERATED INVESTORS TOWER
Agreement of Lease • March 12th, 2004 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania

THIS SIXTH AMENDMENT TO AGREEMENT OF LEASE (“Amendment”) is dated as of the 31st day of December, 2003, by and between LIBERTY CENTER VENTURE, a Pennsylvania general partnership comprised of Grant Liberty Development Group Associates, a Pennsylvania general partnership, and New Liberty Center Partnership, a Pennsylvania limited partnership, having its principal offices at Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267 (collectively called the “Landlord”), and FEDERATED INVESTORS, INC., a Pennsylvania corporation, having its principal offices at Federated Investors Tower, Liberty Center, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222 (the “Tenant”).

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AGREEMENT OF AMENDMENT
Agreement of Amendment • March 12th, 2004 • Federated Investors Inc /Pa/ • Investment advice • New York

Reference is made to (i) that certain Purchase and Sale Agreement dated as of December 21, 2000 (as from time to time amended, 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. (the “Purchaser”) and Citicorp North America, Inc. as agent for the Purchaser (the “Program Agent”), and (ii) that certain Funding Agreement dated as of December 21, 2000 (as from time to time amended, the “Funding Agreement”) among the Purchaser, the Program Agent, the Seller, the Transferor and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as funding agent (the “Funding Agent”).

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 12th, 2004 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of January 16, 2004, and is by and among FEDERATED INVESTORS, INC., a Pennsylvania corporation (the “Borrower”), the BANKS set forth herein (collectively, the “Banks”), and PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks (the “Agent”).

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