AGREEMENT OF AMENDMENT
Dated as of December 29, 2006
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 Amendment Effective Date, the definition of the term “Termination Date”
set forth in Appendix A to the Purchase Agreement is hereby amended by replacing the date “December 31, 2006” set forth
therein with the date “February 28, 2007”.
As used herein, the term “Amendment Effective Date” means the later to occur of the day on which the Program Agent
shall have 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.
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 whi