EXHIBIT 10.14.5
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SIXTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of the 5th day of May, 1995 between and among SEI
CORPORATION, a Pennsylvania corporation ("Company") and PNC BANK, NATIONAL
ASSOCIATION, successor by merger to Provident National Bank ("Bank").
BACKGROUND
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Bank and Company have entered into a Credit Agreement effective as of May
31, 1992 as amended by a Waiver and First Modification Agreement between Bank
and Company dated as of September 30, 1992, a Second Modification Agreement
between Bank and Company dated as of April 19, 1993, a third Modification
Agreement between Bank and Company dated as of May 31, 1993, a fourth
Modification Agreement between Bank and Company dated as of March 14, 1994 and a
Fifth Modification Agreement dated as of May 31, 1994 (as so amended, the
"Credit Agreement") pursuant to which Bank agreed to make up to $20,000,000 in
loans (the "Loans") to Company. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Credit Agreement. The
Loans are evidenced by Company's note originally dated May 31, 1992 and amended
and restated September 30, 1992 (the "Note") in the principal amount of
$20,000,000.
The obligations of Company under the Credit Agreement are secured by a
Pledge Agreement, dated as of May 31, 1992 as amended by the First Modification
Agreement (as so amended, the "Pledge Agreement") under which Company pledged to
Bank the shares of capital stock of certain of the Subsidiaries.
Company and Bank desire to amend further certain provisions of the Credit
Agreement.
Agreement
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NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1. Section 7.10 of the Credit Agreement is hereby amended by adding a new
Section 7.10(j) thereto which reads in full as follows:
"(j) Investments made by the Company related to SEI AG (a private
placement operation in Zurich, Switzerland) in an aggregate amount not to
exceed $10,000,000."
2. All references in the Note and the Pledge Agreement to the Credit
Agreement are hereby deemed to be to the Credit Agreement as amended hereby.
3. Company represents and warrants that:
(a) Company is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania and has all
requisite power and authority to make and perform this Agreement.
(b) The execution, delivery and performance of this Agreement have
been duly authorized by all requisite corporate action of Company and will not
violate any applicable provision of law or judgment, order or regulation of any
court or of any public or governmental agency or authority nor conflict with or
constitute a breach of or a default under any instrument to which Company is a
party or by which Company or any of Company's properties is bound;
(c) This Agreement constitutes the legal, valid and binding
obligation of Company, enforceable in accordance with its terms, except as the
same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditor's rights generally and
general principles of equity;
(d) No approval, consent or authorization of, or registration,
declaration or filing with, any governmental or public body or authority is
required in connection with the valid execution, delivery and performance by
Company of this Agreement, except such as has been obtained; and
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(e) All representations and warranties of Company set forth in
Section 5 of the Credit Agreement are true and correct as of the date hereof.
All of the above representations and warranties shall survive the making of
this Agreement.
4. Except as hereinabove modified and amended and except as necessary to
conform to the intention of the parties hereinabove set forth, the Credit
Agreement, the Note and the Pledge Agreement shall remain unchanged and in full
force and effect and are hereby ratified and confirmed in all respects, as so
amended.
5. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
6. This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns.
7. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
SEI CORPORATION
By: Xxxx Xxxxxxxxx
Title: Controller
PNC BANK, NATIONAL ASSOCIATION
By: H. Xxxx Xxxxxxxxx
Title: Vice President
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