AMENDMENT NO. 2
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is
dated as of January 20, 2003, 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 (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) The definition of “Revolving Credit Expiration Date” in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:
Revolving Credit Expiration Date shall mean January 18, 2004 (which is the date 364 days after the effective
date of Amendment No. 2 to Second Amended and Restated Credit Agreement among the Borrower, the Banks and the
Agent) or such later date as determined pursuant to Section 2.13(a).
(b) Section 8.2(g) [Guaranties] of the Credit Agreement is hereby amended by inserting the following
immediately before the e