SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of April 8, 2002, 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").
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) Section 2.10(a) [Issuance of Letters of Credit] of the Credit Agreement is hereby amended by deleting the
first sentence in its entirety and inserting the following in lieu thereof:
The Borrower may request the issuance of a letter of credit (each a "Letter of Credit") on behalf of itself or
another Company by delivering to the Agent a completed application and agreement for letters of credit in such
form as the Agent may specify from time to time by no later than such period of time in advance of the proposed
date of issuance as the Agent deems to be reasonably necessary.
(b) Section 2.10(a) [Issuance of Letters of Credit] of the Credit Agreement is hereby amended by deleting the
second sentence in its entirety and inserting the following in lieu thereof:
Subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this
Section 2.10, the Agent will issue a Letter of Credit, provided that each Letter of Credit shall (A) have a
maximum maturity of three hundred sixty-four (364) days from the date of issuance,