AGREEMENT OF AMENDMENT
Dated as of December 31,2003
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”).
Section 1. Definitions .
As used in this Amendment, the term “Amendment Effective Date” means the later to occur of the day on which the
Program Agent shall have (i) executed and delivered one or more counterparts of this Agreement of Amendment and shall have
received one or more counterparts of this Agreement of Amendment executed by each of the other parties hereto, and (ii)
received such opinions, certificates and documents as the Program Agent shall have reasonably requested, all in form and
substance reasonably satisfactory to the Program Agent.
Capitalized terms used and not defined herein shall have the meanings assigned to them in Appendix A to the Purchase
Section 2. Amendments to the Purchase Agreement .
The parties to the Purchase Agreement agree that, effective as of the Amendment Effective Date, Appendix A to the
Purchase Agreement is hereby amended by deleting the words “Funding Agreement” set forth in the first paragraph therein.
The parties to the Purchase Agreement agree that, effective as of the Amendment Effective Date, the definition of the term
“CDSC” set forth in Appendix A to