AGREEMENT OF AMENDMENT
Dated as of June 30, 2005
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 (the “Purchaser”), and Citicorp North America, Inc., as program agent (the
WHEREAS, as a result of FSP EITF 85-24-1 (the “FSP”) posted on March 11, 2005 by the Financial Accounting
Standards Board, certain of the provisions set forth in the Purchase Agreement may lead to a conclusion that Seller has not sold
the Purchased Receivables for purposes of GAAP, unless the Purchase Agreement is amended prior to June 30, 2005 with
retroactive effect to December 21, 2000;
WHEREAS, the Purchaser is not able to agree to the removal of any provisions from the Purchase Agreement with
retroactive effect, but is willing to move certain provisions of the Purchase Agreement so that such provisions are no longer the
obligations of the Distributor, and to confirm that such provisions are the obligations of the Parent; and
WHEREAS, the parties to this Agreement of Amendment desire to amend the Purchase Agreement with retroactive
effect to December 21, 2000 as set forth below in order to eliminate the effect of the FSP on the separate financial statements of
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the parties
hereto agree as follows:
Section 1. Defined Terms .
Capitalized terms used and not defined herein shall have the meanings assigned to them in the Purchase Agreement.
Section 2. Amendments to the Purchase Agreement .
The parties hereto agree that, effective as of the date hereof, the Purchase Agreement is