140,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among FEDERATED INVESTORS, INC. THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, As Agent Dated as of August 19, 2008Credit Agreement • October 24th, 2008 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania
THIS CREDIT AGREEMENT is dated as of August 19, 2008 and is made by and among FEDERATED INVESTORS, INC., a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”).
Page SECTION 1. DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Construction 15 SECTION 2. PURCHASE AND SALE OF ASSETS; THE REORGANIZATIONS 15 2.1 Sale and Purchase of the Acquired Assets 15 2.2 The Reorganizations 15 2.3 Consideration 15 2.3.1 Closing...Agreement • October 24th, 2008 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania
This Agreement, dated as of July 14, 2008 (this “Agreement”), is between FEDERATED INVESTORS, INC. (“Federated”), a corporation organized under the laws of The Commonwealth of Pennsylvania with its principal business office located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania, and DAVID W. TICE & ASSOCIATES, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with headquarters located at 43-46 Norre Gade, Suite 137, St. Thomas, U.S. Virgin Islands 00802. Certain terms used in this Agreement are defined in Section 1 of this Agreement. Each Owner (as defined below) also joins as a Party to this Agreement for purposes of the Sections of this Agreement identified on the signature page hereto.
ASSET PURCHASE AGREEMENT Among FEDERATED INVESTORS, INC., CLOVER CAPITAL MANAGEMENT INC., And THE OWNER PARTIES IDENTIFIED HEREIN Dated as of SEPTEMBER 12, 2008Asset Purchase Agreement • October 24th, 2008 • Federated Investors Inc /Pa/ • Investment advice • New York
This Agreement, dated as of September 12, 2008 (the “Agreement”), is among FEDERATED INVESTORS, INC. (“Federated”), a corporation organized under the laws of The Commonwealth of Pennsylvania with its principal business office located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania, and CLOVER CAPITAL MANAGEMENT INC. (“Seller”), a New York corporation organized under the laws of the state of New York with headquarters located at 400 Meridian Centre, Suite 200, Rochester, New York, and those shareholders of Seller identified as signatories to this Agreement on Schedule 1 (“Owner Parties”). Certain terms used in this Agreement are defined in Section 1 of this Agreement.
