EXHIBIT 10.14.10
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ELEVENTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of and effective this 1st day of October,
1996, 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, a
Fifth Modification Agreement dated as of May 31, 1994, a Sixth Modification
Agreement dated as of May 5, 1995, a Seventh Modification Agreement effective as
of May 31, 1995, an Eighth Modification Agreement dated October 19, 1995, a
Ninth Modification Agreement dated March 31, 1996 and a Tenth Modification
Agreement dated as of May 31, 1996 (as so amended, the "Credit Agreement")
pursuant to which Bank agreed to make up to $30,000,000 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 and May 31, 1996 (the "Note") in the principal amount of
$30,000,000.
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 increase the Loans to $50,000,000 and 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. Terms. Capitalized terms not defined herein shall have the
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meanings set forth in the Credit Agreement.
2. Restated Note. Concurrently with the execution and delivery of this
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Agreement, Borrower shall execute and deliver to Bank a restated note (the
"Restated Note"), evidencing the Loans in the principal amount of $50,000,000 in
the form of Exhibit A attached hereto. Upon receipt by Bank of the Restated
Note, the original Note shall be canceled and returned to the Borrower; the
Loans and all accrued and unpaid interest on the original Note shall thereafter
be evidenced by the Restated Note; and all references to the "Note" evidencing
the Loans in any documents relating thereto shall thereafter be deemed to refer
to the Restated Note. Without duplication, the Restated Note shall in no way
extinguish the Borrower's unconditional obligation to repay all indebtedness,
including accrued and unpaid interest, evidenced by the original Note.
3. Amendments to Credit Agreement. The Credit Agreement is hereby
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amended as follows:
(a) The definition of "Credit Commitment" contained in Section
1.1 of the Credit Agreement is hereby changed from "$30,000,000" to
"$50,000,000".
(b) Section 2.2 of the Credit Agreement is hereby amended by
changing the Commitment Fee rate from 1/8% per annum to 1/10% per annum.
(c) Section 3.3(b) of the Credit Agreement is hereby amended
to change the interest rate spread over the Eurodollar Rate from "five-eighths
of one percent (5/8%)" to "three-tenths of one percent (.30%)".
(d) Exhibit A to the Credit Agreement is hereby amended and
restated to read in full as set forth in Exhibit A attached hereto.
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4. Loan Documents. All references in the Restated Note, the Loan
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Agreement and the Pledge Agreement to the Note or the Credit Agreement are
hereby deemed to be to the Restated Note or the Credit Agreement, as the case
may be, as restated or amended hereby.
5. Representations and Warranties. Company represents and warrants
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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 and the
Restated Note.
(b) The execution, delivery and performance of this Agreement and
the Restated Note 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 and the Restated Note constitute the legal,
valid and binding obligations of Company, enforceable in accordance with their
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 and the Restated Note, except such as have been
obtained; and
(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.
6. Company's Ratification. 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 Restated 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.
7. Conditions to Effectiveness of Agreement. Bank's willingness
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to agree to the extension, increase and modifications contained herein are
subject to the prior satisfaction of the following conditions:
(a) Execution and delivery of this Agreement and the Restated
Note; and
(b) Delivery of certified resolutions of the Company authorizing
the Company's execution, delivery and performance of this Agreement and the
Restated Note.
8. Miscellaneous.
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(a) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
(b) This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns.
(c) 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: Xxxxx X. Xxxxx
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Title: President and Chief Operating Officer
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PNC BANK, NATIONAL ASSOCIATION
By: H. Xxxx Xxxxxxxxx
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Title: Vice President
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EXHIBIT A
THIRD RESTATED LINE OF CREDIT NOTE
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$50,000,000 Philadelphia, Pennsylvania
Originally Dated as of May 31, 1992
Amended and Restated as of September 30, 1992
Restated as of May 31, 1996
Restated as of October 1, 1996
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
hereby promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION, successor
by merger to Provident National Bank ("Bank"), at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 or at such other address as the Bank may
designate, the principal sum of FIFTY MILLION DOLLARS ($50,000,000), or if less,
the aggregate unpaid principal amount of all loans made by the payee to the
undersigned pursuant to the Credit Agreement dated as of May 31, 1992, as the
same has been and may hereafter be amended from time to time (the "Agreement")
between the undersigned and the payee. The principal hereof shall be due and
payable on the Termination Date, as defined in the Agreement. The undersigned
promises to pay interest from the date hereof on the unpaid principal hereof to
and including the Termination Date (as defined in the Agreement) at the rates
and times and in all cases in accordance with the terms of the Agreement.
This Note evidences borrowings under and is entitled to the benefits
and provisions of the Agreement. The principal of this Note is subject to
acceleration of the maturity thereof and certain prepayments are permitted in
the manner and to the extent specified in the Agreement.
In case an Event of Default, as defined in the Agreement, shall occur,
the entire principal of this Note may become or be declared due and payable in
the manner and with the effect provided in the Agreement.
The parties hereto, including the undersigned maker and all guarantors
and endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note and assent to extensions of the time of payment of
forbearance or other indulgence without notice.
This Note amends and restates, and is in substitution for, a Note in
the principal amount of $30,000,000 payable to Bank dated May 31, 1992, and last
restated as of May 31, 1996 (the "Original Note"). However, without duplication,
this Restated Note shall in no way extinguish the undersigned's unconditional
obligation to repay all indebtedness evidenced by the Original Note.
[CORPORATE SEAL] SEI CORPORATION
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx X. Xxxxx
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Title: Vice President Title: President and Chief Operating
----------------------------- ------------------------------
Officer
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EXHIBIT 10.14.11
RELEASE AND MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of the 20th day of February, 1997, by and
among PNC BANK, NATIONAL ASSOCIATION, successor by merger to Provident National
Bank, a national banking association with offices at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Bank"), SEI INVESTMENTS COMPANY (formerly
SEI Corporation), a Pennsylvania corporation, (the "Borrower") and the Borrower,
SEI FINANCIAL MANAGEMENT CORPORATION, SEI FINANCIAL SERVICES COMPANY and SEI
INVESTMENTS, INC. (collectively, the "Pledgors").
BACKGROUND
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Bank and Borrower have entered into a Credit Agreement effective as of
May 31, 1992 as amended by a Waiver and First Modification Agreement between
Bank and Borrower dated as of September 30, 1992, a Second Modification
Agreement between Bank and Borrower dated as of April 19, 1993, a Third
Modification Agreement between Bank and Borrower dated as of May 31, 1993, a
Fourth Modification Agreement between Bank and Borrower dated as of March 14,
1994, a Fifth Modification Agreement dated as of May 31, 1994, a Sixth
Modification Agreement dated as of May 5, 1995, a Seventh Modification Agreement
effective as of May 31, 1995, an Eighth Modification Agreement dated October 19,
1995, a Ninth Modification Agreement dated March 31, 1996 a Tenth Modification
Agreement dated as of May 31, 1996, and a Eleventh Modification Agreement dated
October 1, 1996 (as so amended, the "Credit Agreement") pursuant to which Bank
agreed to make up to $50,000,000 in loans (the "Loans") to Borrower. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Credit Agreement. The Loans are evidenced by Borrower's note
originally dated May 31, 1992 and amended and restated September 30, 1992, May
31, 1996 and October 1, 1996 (the "Note") in the principal amount of
$50,000,000.
Under the terms of a Pledge Agreement (the "Pledge Agreement") dated as
of May 31, 1992, Pledgors pledged to Bank certain shares of stock, as set forth
therein (the "Pledged Collateral") to secure the due and punctual payment and
performance of all of the obligations of Borrower under the Note and the Credit
Agreement and any renewals, extensions or modifications thereof.
Borrower has requested, and Bank has agreed to, the release of the
Pledged Collateral and the termination of the Pledge Agreement upon the terms
and conditions set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
AGREEMENT
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1. Terms. Capitalized terms used herein and not otherwise
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defined herein shall have the meanings given to such terms in the Credit
Agreement.
2. Release. Bank hereby releases its lien on the Pledged
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Collateral and agrees that the Pledge Agreement is hereby terminated. Promptly
following execution of this Agreement, Bank will promptly return all
certificates evidencing the Pledged Collateral to Pledgors.
3. Amendments to Credit Agreement.
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(a) The Credit Agreement is hereby amended by deleting all
references and provisions relating to the Pledge Agreement contained therein.
(b) The Credit Agreement is hereby further amended by
amending and restating Section 7.8(l) thereof to read in full as follows:
"(l) Indebtedness of the Company, not to exceed an aggregate
of $50,000,000, for the purpose of financing the Company's new office
campus; provided that, both before and after giving effect to the
incurrence of such Indebtedness, the Company is in compliance with all
covenants contained in this Agreement."
4. Loan Documents. Except where the context clearly requires
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otherwise, all references to the Credit Agreement in the Note or any other
document delivered to Bank in connection therewith shall be to the Credit
Agreement as amended by this Agreement.
5. Borrower's Ratification. Borrower agrees that it has no
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defenses or set-offs against the Bank, its officers, directors, employees,
agents or attorneys with respect to the Note or the Credit Agreement, all of
which are in full force and effect and shall remain in full force and effect
unless and until modified or amended in writing in accordance with their terms.
Borrower hereby ratifies and confirms its obligations under the Note and the
Credit Agreement and agrees that the execution and the delivery of this
Agreement does not in any way diminish or invalidate any of its obligations
thereunder (except with respect to the Pledge Agreement and the Pledged
Collateral).
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6. Representations and Warranties. Borrower hereby certifies
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that:
(a) except as otherwise previously disclosed to Bank in any
manner whatsoever, the representations and warranties made in the Credit
Agreement are true and correct as of the date hereof.
(b) no Event of Default under the Note or the Credit Agreement
and no event which with the passage of time or the giving of notice or both
could become an Event of Default, exists on the date hereof; and
(c) this Agreement has been duly authorized, executed and
delivered so as to constitute the legal, valid and binding obligation of
Borrower, enforceable in accordance with its terms.
All of the above representations and warranties shall survive the
making of this Agreement.
7. No Waiver. This Agreement does not and shall not be deemed to
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constitute a waiver by Bank of any Event of Default under the Note or Credit
Agreement, or of any event which with the passage of time or the giving of
notice or both would constitute an Event of Default, nor does it obligate Bank
to agree to any further modifications of the terms of the Credit Agreement or
constitute a waiver of any of Bank's other rights or remedies.
8. Miscellaneous.
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(a) All terms, conditions, provisions and covenants in the
Note, the Credit Agreement, and all other documents delivered to Bank in
connection therewith shall remain unaltered and in full force and effect except
as modified or amended hereby. To the extent that any term or provision of this
Agreement is or may be deemed expressly inconsistent with any term or provision
in the Credit Agreement, the Note or any other document executed in connection
therewith, the terms and provisions hereof shall control.
(b) This Agreement shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania.
(c) This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns and
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BORROWER
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[SEAL] SEI INVESTMENTS COMPANY
(formerly SEI Corporation)
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx X. Xxxxx
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President and
Title: Vice President Title: Chief Operating Officer
-------------------------- ----------------------------
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PLEDGORS
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[SEAL] SEI INVESTMENTS COMPANY
(formerly SEI Corporation)
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx X. Xxxxx
------------------------- ------------------------------
President and
Title: Vice President Title: Chief Operating Officer
------------------------- ------------------------------
[SEAL] SEI FINANCIAL MANAGEMENT
CORPORATION
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx X. Xxxxx
------------------------- -----------------------------
President and
Title: Vice President Title: Chief Operating Officer
------------------------- -----------------------------
[SEAL] SEI FINANCIAL SERVICES COMPANY
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx X. Xxxxx
------------------------- ----------------------------
President and
Title: Vice President Title: Chief Operating Officer
------------------------- -----------------------------
[SEAL] SEI INVESTMENTS, INC.
Attest: H. Xxxx Xxxxxxxxx By: Xxxxx Xxxxxx
-------------------------- -----------------------------
Title: Vice President Title: Assistant Controller
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BANK
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PNC BANK, NATIONAL ASSOCIATION
By: H. Xxxx Xxxxxxxxx
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Title: Vice President
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