SEVENTH AMENDMENT TO AGREEMENT OF LEASE FOR PREMISES IN THE FEDERATED INVESTORS TOWER

THIS EIGHTH AMENDMENT TO AGREEMENT OF LEASE (the “Eighth Amendment”) is made and entered into the 9th day of September, 2011, by and between LIBERTY CENTER VENTURE, a Pennsylvania general partnership (“Landlord”), and FEDERATED INVESTORS, INC. (“Tenant”).

WHEREAS, Landlord and Tenant are parties to an Agreement of Lease for certain premises in the Federated Investors Tower dated January 1, 1993 (the “Original Master Lease”) as amended (with respect to matters relating to the 8^th Floor Premises) by an Amendment to Agreement of Lease dated May 1, 1995 (the “Amendment”), a First Amendment to Agreement of Lease dated November 2, 1995 (the “First Amendment”), a Second Amendment to Agreement of Lease dated September 19, 1996 (the “Second Amendment”), a Third Amendment to Agreement of Lease dated February 10, 1999 (the “Third Amendment”), a Fourth Amendment to Agreement of Lease dated June 30, 2000 (the “Fourth Amendment”), a Fifth Amendment to Agreement of Lease dated November 10, 2000 (the “Fifth Amendment”), a Sixth Amendment to Agreement of Lease dated December 31, 2003 (the “Sixth Amendment”), and a Seventh Amendment to Agreement of Lease dated August 15, 2007 (the “Seventh Amendment”) (collectively, the “Master Lease”);

WHEREAS, the Master Lease will expire by its terms on December 31, 2014; and

WHEREAS, Landlord and Tenant desire to amend the Master Lease for purposes of, among other matters: (i) extending the Initial Term of the Master Lease by seven (7) years for the period from January 1, 2015 to December 31, 2021; (ii) providing for new Basic Rent during the aforesaid extension of the Initial Term; (iii) establishing a new Base Year for the aforesaid extension of the Initial Term, and establishing a new Base Year for the first Renewal Term and second Renewal Term if Tenant exercises its options to renew the Master Lease; (iv) modifying the payment terms for the Tenant Improvement and Refurbishment Allowance as calculated pursuant to Exhibit I of the Sixth Amendment; and (v) modifying certain other terms of the Master Lease, all in accordance with the terms and provisions hereof.

NOW THEREFORE, Landlord and Tenant, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, agree as follows:

1.    Preamble. The foregoing preamble is incorporated by reference herein as if set forth at length. Capitalized terms not otherwise defined shall have the meaning given to such terms in the Master Lease. All references herein to the Master Lease shall include the Amendment, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, the Sixth Amendment, Seventh Amendment, and this Eighth Amendment.

2.    Defined Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Master Lease, as amended. The parties hereby confirm that the Premises leased under the Master Lease currently consists of 255,667 Square Feet located on Floor 8 and Floors 16 through 27 of the Building. Landlord and Tenant acknowledge that Tenant's Share (as defined in Paragraph 1.1 (www) of the Master Lease) is 49.76%.

3.    Extension of Initial Term. The parties hereto acknowledge and agree that the expiration date of the Initial Term is currently December 31, 2014. By this Eighth Amendment, the Initial Term of the Master Lease with respect to all of the Premises is hereby extended from January 1, 2015 through December 31, 2021.

    

4.    Basic Rent.

The Basic Rent payable by Tenant for Floor 8 and Floors 16 through 27 during the extension of the Initial Term for the period from January 1, 2015 through December 31, 2021 shall be as follows:

(a)    For the period beginning on January 1, 2015 and ending on December 31, 2015, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Four and 00/100 Dollars ($24.00) per Square Foot per year, being the sum of Six Million One Hundred Thirty Six Thousand Eight and 00/100 Dollars ($6,136,008.00) per calendar year, payable at the rate of Five Hundred Eleven Thousand Three Hundred Thirty Four and 00/100 Dollars ($511,334.00) per month.

(b)    For the period beginning on January 1, 2016 and ending on December 31, 2016, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Four and 40/100 Dollars ($24.40) per Square Foot per year, being the sum of Six Million Two Hundred Thirty Eight Thousand Two Hundred Seventy Four and 80/100 Dollars ($6,238,274.80) per calendar year, payable at the rate of Five Hundred Nineteen Thousand Eight Hundred Fifty Six and 23/100 Dollars ($519,856.23) per month.

(c)    For the period beginning on January 1, 2017 and ending on December 31, 2017, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Four and 50/100 Dollars ($24.50) per Square Foot per year, being the sum of Six Million Two Hundred Sixty Three Thousand Eight Hundred Forty One and 50/100 Dollars ($6,263,841.50) per calendar year, payable at the rate of Five Hundred Twenty One Thousand Nine Hundred Eighty Six and 79/100 Dollars ($521,986.79) per month.

(d)    For the period beginning on January 1, 2018 and ending on December 31, 2018, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Four and 60/100 Dollars ($24.60) per Square Foot per year, being the sum of Six Million Two Hundred Eighty Nine Thousand Four Hundred Eight and 20/100 Dollars ($6,289,408.20) per calendar year, payable at the rate of Five Hundred Twenty Four Thousand One Hundred Seventeen and 35/100 Dollars ($524,117.35) per month.

(e)    For the period beginning on January 1, 2019 and ending on December 31, 2020, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Four and 85/100 Dollars ($24.85) per Square Foot per year, being the sum of Six Million Three Hundred Fifty Three Thousand Three Hundred Twenty Four and 95/100 Dollars ($6,353,324.95) per calendar year payable at the rate of Five Hundred Twenty Nine Thousand Four Hundred Forty Three and 75/100 Dollars ($529,443.75) per month.

(f)    For the period beginning on January 1, 2021 and ending on December 31, 2021, Tenant shall pay to Landlord Basic Rent in the amount of Twenty Five and 15/100 Dollars ($25.15) per Square Foot per year, being the sum of Six Million Four Hundred Thirty Thousand Twenty Five and 05/100 Dollars ($6,430,025.05) per calendar year payable at the rate of Five Hundred Thirty Five Thousand Eight Hundred Thirty Five and 42/100 Dollars ($535,835.42) per month.

5.    Base Years. For the extension of the Initial Term of the Master Lease for the period from January 1, 2015 through December 31, 2021, the Base Year shall be 2015. If Tenant exercises its first Renewal Option under Section 2.3 of the Master Lease for the period from January 1, 2022 through December 31, 2026, the Base Year shall be 2022. If Tenant exercises its second Renewal Option under Section 2.3 of the Master Lease for the period from January 1, 2028 through December 31, 2032, the Base Year shall be 2028.

6.    Deletion of Exhibit I; Tenant Improvement and Refurbishment Allowances. The Landlord and Tenant hereby agree that Exhibit I as attached to the Sixth Amendment is hereby deleted, and is hereby replaced by the following:

Tenant Improvement and Refurbishment Allowances: Landlord and Tenant agree that, as of the date of this Eighth Amendment, the Tenant Improvement and Refurbishment Allowances remaining under the Master Lease are in the following amounts (the “Tenant Improvement and Refurbishment Allowances”):

(i)     Floors 16 and 17 = $408,745.00;

(ii)     Balance of Floor 8 = $105,127.00; and

(iii)     Floors 8, 16-27 = $5,284,088.00.

Total = $5,797,960.00

Landlord acknowledges and agrees that with respect to the Renewal Terms, if any, the determination of Value with respect to the Basic Rent for such Renewal Term pursuant to Section 3.1(b) of the Master Lease shall take into account the presence or absence of tenant improvement allowances in comparable transactions, whether a tenant improvement allowance shall be provided to Tenant in connection with such Renewal Term.

The aforesaid Tenant Improvement and Refurbishment Allowances amounts will be paid and/or credited to Tenant in the following manner:

 

(a)    On or before September 1 of each calendar year beginning with the calendar year 2011 and continuing until September 1, 2019 with respect to calendar year 2020 (provided, however, that with respect to calendar year 2012, such deadline shall be five (5) days following the date of this Amendment), Tenant will notify Landlord, in writing, of Tenant's proposed annual spending plan of the Tenant Improvement and Refurbishment Allowances amounts for the following calendar year. Tenant's proposed annual spending plan shall set forth the maximum amount of the Tenant Improvement and Refurbishment Allowances to be drawn by Tenant with respect to the following calendar year (“Maximum Draw”). Landlord acknowledges that Tenant's proposed spending plan is not subject to Landlord's approval, and Tenant acknowledges that all alterations and improvements shall comply with Article 7 of the Master Lease. The Tenant's proposed annual spending plan is subject to final approval and implementation by Tenant's management and, after September 1 of each year, such proposed annual spending plan may change in scope (but any such change in scope delivered after September 1 will not increase the amount of the Maximum Draw), be delayed, or be cancelled by Tenant at any time thereafter.

(b)    The Tenant Improvement and Refurbishment Allowances amounts for Floors 8, 16 and 17 ($513,872.00) (the “8^th, 16^th and 17^th Floors TIA”) as set forth above will be used by Tenant only for those specific Floors and may include the purchase of furniture for such Floors. Tenant may use the remainder of the Tenant Improvement and Refurbishment Allowances amounts ($5,284,088.00) at its discretion for the improvement and refurbishment of any Floors (excluding furniture), provided that at least ten percent (10%) of the aggregate of the Tenant Improvement and Refurbishment Allowances are used for the improvement and refurbishment of Floors 18 through 24. With respect to any unused portion of the Maximum Draw which was included by Tenant in its proposed annual spending plan for a calendar year and was not actually used by Tenant during such calendar year (i) if Tenant did not undertake the improvements and refurbishments to which such amounts were to be allocated then such unused amounts will be carried forward, and may used by Tenant at any time through December 31, 2020 pursuant to an annual spending plan; and (ii) if Tenant has undertaken the improvements and refurbishments to which such amounts were allocated but has not yet received and/or paid the invoices relating to such work, Tenant may draw such amounts from Landlord in the subsequent calendar year.

(c)    Landlord shall pay directly to Tenant the actual annual Tenant Improvement and Refurbishment Allowances amounts expended (but in no event greater than the applicable Maximum Draw)

within forty five (45) days following Landlord's receipt of paid invoices and unconditional lien waivers from all contractors performing any of Tenant's work in the Premises. If the actual Tenant improvement and refurbishment expenditures by Tenant in any calendar year exceeds the applicable Maximum Draw, then Tenant shall be responsible for payment of such excess expenditures but shall have the right to be reimbursed for such amounts in subsequent calendar years as may be set forth in the Tenant's annual spending plan for such year(s) and to the extent of remaining available amounts of the Tenant Improvement and Refurbishment Allowances.

(d)    (i) If Tenant exercises its right to terminate the Master Lease pursuant to Section 10 of the Sixth Amendment effective after the date of this Eighth Amendment and prior to the expiration of the Initial Term, as extended hereby, Tenant shall reimburse Landlord for the unamortized portion of the Tenant Improvement and Refurbishment Allowances to the extent paid by Landlord to Tenant with respect to Floors 8, 16-27 in the maximum amount of $5,284,088.00 pursuant to this Eighth Amendment (the “Eighth Amendment TIA”). For purposes of determining such amortization, the parties have prepared and attached to this Eighth Amendment as Exhibit A an amortization schedule that assumes that the full amount of the Eighth Amendment TIA was disbursed prior to January 1, 2012, and that Tenant is amortizing the full amount of the Eighth Amendment TIA in its payments of Basic Rent hereunder at the rate of 5% per annum over the period beginning on January 1, 2012 and ending on December 31, 2021. The unamortized amounts of the Eighth Amendment TIA that have been disbursed by Landlord to Tenant prior to the effective date of such termination shall be equal to the aggregate amount of the Eighth Amendment TIA actually disbursed by Landlord to Tenant less the aggregate amount of principal shown on Exhibit A as having been amortized as of the effective date of such termination.. For example, if Tenant has received the sum of 3.0 million dollars as the Eighth Amendment TIA and Tenant subsequently terminates the Lease pursuant to Section 10 of the Sixth Amendment with such termination being effective as of December 31, 2015, then Tenant would owe to Landlord the remaining unamortized amount of $1,195,962.00 (being the $3,000,000 Eighth Amendment TIA actually received by Tenant less the total of the amortized principal sums of $417,836.00, $439,213.00, $461,684.00 and $485,305.00). Such reimbursement by Tenant to occur by no later than the expiration date of the Term as determined by the exercise of the foregoing termination right. Landlord agrees that within sixty (60) days following the end of any calendar year in which amounts of the Eighth Amendment TIA are disbursed to Tenant, Landlord shall prepare and deliver to Tenant an annual statement reflecting the prior year's disbursements of the Eighth Amendment TIA and the total aggregate disbursements of the Eighth Amendment TIA during the Initial Term as extended hereby. Tenant acknowledges and agrees that in no event shall Tenant be entitled to any credit or otherwise have any claim against Landlord with respect to (x) any negative amortization amounts for the Eighth Amendment TIA which Tenant has not actually received pursuant to the amortization schedule attached as Exhibit A, or (y) amounts of the Eighth Amendment TIA that shall not have been properly requested by Tenant under and pursuant to Section 10(c) to be disbursed by Landlord prior to the effective date of a termination of this Lease by Tenant.

(ii) If Tenant exercises its right to terminate the Master Lease pursuant to Section 10 of the Sixth Amendment effective on or prior to December 31, 2014, then Tenant shall, in addition to any reimbursement required under subparagraph (i) above, also reimburse Landlord for (A) the unamortized portion of the 8^th, 16^th and 17^th Floors TIA to the extent paid by the Landlord to Tenant plus accrued interest thereon at the rate of 5% per annum (amortized over the period beginning on the date of this Eighth Amendment and ending on December 31, 2014) and (B) all other reimbursements required under Section 10 of the Sixth Amendment, which Landlord and Tenant agree consist of and are limited to the unamortized amounts of the following: (1) the $1,000,000 allowance paid on January 1, 2004 as amortized pursuant to the left hand column of page 4 of Exhibit A to the Sixth Amendment; (2) the $4,407,821 in savings on surrendered space as amortized pursuant to the right hand column on page 4 of Exhibit A to the Sixth Amendment; (3) $3,398,797 representing the original tenant refurbishment paid on 12/1/96 as amortized pursuant to the left hand column

of page 5 of Exhibit A to the Sixth Amendment (provided, however, that Landlord acknowledges that amortization of such amount shall be completed on December 31, 2012 and not December 31, 2014 and therefore no reimbursement shall be required with respect to such amount for any termination effective after December 31, 2012); and (4) $2,528,993 representing the savings on remaining space as amortized pursuant to the right hand column on page 5 of Exhibit A to the Sixth Amendment.

(iii) If Tenant exercises its right to terminate the Master Lease pursuant to Section 10 of the Sixth Amendment effective after December 31, 2014, then Tenant shall not be obligated to make any reimbursement to Landlord under Section 10 of the Sixth Amendment or this paragraph (d) with respect to the 8^th, 16^th and 17^th Floors TIA or any other amounts except as set forth in subparagraph (i) above.

(iv) If Tenant exercises its right to terminate the Master Lease pursuant to Section 10 of the Sixth Amendment after December 31, 2021 during a Renewal Term, Tenant shall not be obligated to make any reimbursement to Landlord under Section 10 of the Sixth Amendment or this paragraph (d).

7.    Right to Reduce the Size of the Premises on the Exercise of Options to Renew. Section 2.5 of the Master Lease and Section 9 of the Sixth Amendment are hereby deleted in their entirety and replaced by the following:

In the event that Tenant exercises its Renewal Option for either the first Renewal Term or for both the first and second Renewal Terms, Tenant shall have the right to reduce the size of the Premises by surrendering either or both of the following: (i) the portion of the 8^th Floor which is part of the Premises (containing 11,279 Square feet), or (ii) all of the 16^th Floor which is part of the Premises (containing 20,518 Square Feet) (said space being sometimes hereinafter referred to as “Reduction Space” or “Reduction Spaces”), in each case such space reduction to be effective upon the expiration date of the Initial Term or the first Renewal Term, as applicable (the “Surrender Date”). Tenant shall exercise its right of space reduction by written notice delivered to Landlord concurrently with the delivery of the Tenant's notice of its exercise of a Renewal Option, but in no event shall Tenant's notice of space reduction be given to Landlord later than twelve (12) months prior to the expiration of the Initial Term or the first Renewal Term, as applicable. If Tenant's notice of space reduction is given in a timely manner, Tenant shall vacate and surrender possession of whichever Reduction Space Tenant has agreed to surrender, in broom clean condition, on the Surrender Date, and the Master Lease will be amended to reflect the surrender of such Reduction Space as of the Surrender Date. If Tenant's space reduction notice is not delivered in a timely manner as provided above with respect to a Renewal Option, then Tenant's right to surrender the Surrender Space in connection with such Renewal Option shall lapse and become null and void and of no further force and effect with respect to such Renewal Option only.

8.    Landlord's Annual Capital Improvement Plan. Landlord agrees to furnish to Tenant, for informational purposes only, no later than December 1 of each year a written non-binding estimate of all possible capital repairs, replacements and improvements which might, in Landlord's sole discretion, be undertaken by Landlord in the Building in the subsequent calendar year. Tenant acknowledges that the Landlord's non-binding estimate may be modified at any time thereafter without notice to Tenant. Tenant further acknowledges and agrees that the Landlord's providing of an annual estimate is at the specific request of Tenant in order to assist Tenant in Tenant's planning for its own improvements and use of its Premises, and that such estimate does not constitute an acknowledgement or admission by Landlord that any items listed therein are in need of any repair, improvement, or replacement, nor does such estimate constitute any obligation or agreement by Landlord to make or perform any of the possible capital repairs, replacements or improvements as may be identified therein.

9.    Applicable Law. The laws of the Commonwealth of Pennsylvania shall govern the validity,

performance and enforcement of this Eighth Amendment. The invalidity or unenforceability of any provision of this Eighth Amendment shall not affect or impair any other provision.

10.    Interpretation. In the event of any conflict between the provisions of the Master Lease and the provisions of this Eighth Amendment, the provisions of this Eighth Amendment shall control.

11.    Execution. This Eighth Amendment may be signed in counterparts, each of which shall be deemed an original, but all of which shall be deemed but one and the same instrument.

12.    Full Force and Effect. Except as specifically set forth herein, the terms, covenants and conditions of the Master Lease shall remain in full force and effect. Neither the Master Lease nor this Eighth Amendment may be further modified or amended, except in writing signed by both Landlord and Tenant. This Eighth Amendment sets forth the entire understanding of the parties hereto with respect to the matters set forth herein. Landlord and Tenant each hereby ratify and reaffirm all of the remaining terms and conditions of the Master Lease, as amended. Tenant hereby acknowledges that, to the best of Tenant's knowledge as of the date of this Eighth Amendment, Landlord is not in default under the terms and conditions of the Master Lease, as amended. Landlord hereby acknowledges that, to the best of Landlord's knowledge as of the date of this Eighth Amendment, Tenant is not in default under the terms and conditions of the Master Lease, as amended.

13.    Confidentiality of Terms. Landlord and Tenant covenant and agree to maintain the terms of this Eighth Amendment and all documents produced in connection therewith as strictly confidential. In no event shall Landlord or Tenant disclose or publish such information to any third parties except: (i) either party may disclose the terms of this Eighth Amendment to its lenders, accountants, attorneys, employees or tax advisors to whom disclosure is necessary, provided that such individuals are advised of the confidentiality provisions hereof; or (ii) as may be agreed upon in writing by the other party. Notwithstanding the foregoing, Landlord, with Tenant's prior written consent as to both form and content, may generate an announcement regarding Tenant's extension of the Master Lease without divulging any specifics of the Eighth Amendment.

14.    Lender Consent. This Eighth Amendment and the rights and obligations of the parties hereunder shall not become effective until Tenant and Landlord shall have received the written consent of The Prudential Insurance Company of America, as Mortgagee, or its successor Mortgagee, to this Eighth Amendment, and Landlord agrees to use commercially reasonable efforts to obtain such consent as soon as possible following the mutual execution and delivery of this Eighth Amendment.

15.    No Brokers. Landlord hereby warrants to Tenant that no real estate broker has or will represent Landlord in this transaction. Tenant hereby warrants to Landlord that no real estate broker has or will represent Tenant in this transaction. Landlord and Tenant shall indemnify each other against and hold the other harmless from all liabilities, claims and expenses (including reasonable attorney's fees) arising out of a breach of their respective warranty.

    IN WITNESS WHEREOF, this Eighth Amendment has been duly executed by the parties hereto as of the date first above written.

(Signatures appear on the following two separate signature pages)

                            

LIBERTY CENTER VENTURE,                                 a Pennsylvania limited partnership

By:    NEW LIBERTY CENTER     

PARTNERSHIP, a Pennsylvania         

limited partnership

By:    F.C. LIBERTY, INC., a

Pennsylvania corporation,

General Partner

By:    /s/ Duane F. Bishop, Jr.

Name:    Duane F. Bishop, Jr.

Title:    Vice President

                            

By:    /s/ Thomas R. Donahue

Name:    Thomas R. Donahue

Title:    Chief Financial Officer