AMENDMENT NO. 6 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT ("AMENDMENT NO. 6") is dated as
of December 3, 1998, 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 and Amendment No. 5 to Credit Agreement dated as of July 17, 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:
Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement as amended by this Amendment.
2. AMENDMENT OF CREDIT AGREEMENT.
(a) The definition of Certain Fixed Charges in Section 1.1 of the Credit Agreement [Certain Definitions] is hereby
amended by inserting the following immediately before the end of the definition:
"plus (iii) all stock repurchase payments made pursuant to Section 8.2(i)(iv)."
(b) Section 8.2(i)(ii) of the Credit Agreement [Dividends and Related Distributions] is hereby amended by
inserting immediately before the beginning of such clause the following:
"in addition to repurchases of Unpledged Shares permitted pursuant to