AMENDMENT NO. 3
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is
dated as of January 16, 2004, 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 ”).
WHEREAS, the Borrower, the Banks and the Agent are parties to that certain Second Amended and Restated Credit
Agreement dated as of January 22, 2002, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement
dated as of April 8, 2002 and Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of January 20,
2003 (the “ Credit Agreement ”);
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:
1. Definitions .
Capitalized 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 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in
CBOs shall mean collateralized bond obligation structures for which any of the Companies provides investment
FIN 46 shall mean the Financial Accounting Standards Board Interpretation No. 46 “Consolidation of Variable
(b) The definitions of “Consolidated Subsidiaries” and “Revolving Credit Expiration Date” in Section 1.1 of the
Credit Agreement are hereby amended and restated as follows:
Consolidated Subsidiaries shall mean and include those subsidiaries or other entities whose accounts are
consolidated with the accounts