Exhibit 10.3
AGREEMENT OF AMENDMENT
Dated as of June 30, 2005
Reference is made to that certain Federated Investors Program Master Agreement dated as of October 24, 1997 (as from
time to time amended prior to the date hereof, the “Master Agreement”) among Federated Investors Management Company (the
“Transferor”), Federated Securities Corp. (the “Distributor”), Federated Funding 1997-1, Inc. (the “Seller”), Federated Investors,
Inc. (formerly known as Federated Investors) (the “Parent”), Wilmington Trust Company, not in its individual capacity but
solely in its capacity as Owner Trustee of PLT Finance 1997-1 (the “Initial Purchaser”), Putnam Lovell Finance, L.P. (formerly
PLT Finance, L.P.) (the “Revolving Purchaser”), Putnam Lovell NBF Securities Inc. (formerly Putnam Lovell Securities Inc.), as
program administrator (the “Program Administrator”) and Deutsche Bank Trust Company Americas (formerly Bankers Trust
Company), not in its individual capacity but solely as Funding and Collection Agent.
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 Master Agreement may lead to a conclusion that Seller has not sold
the Purchased Receivables for purposes of GAAP, unless the Master Agreement is amended prior to June 30, 2005 with
retroactive effect to October 24, 1997;
WHEREAS, the Program Administrator is not able to agree to the removal of any provisions from the Master
Agreement with retroactive effect, but is willing to move with retroactive effect certain provisions of the Master 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 Master Agreement with retroactive
effect to October 24, 1997 as set forth below in order to eliminate the effect of the FSP on the separate financial