EXHIBIT 10.14.8
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NINTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of and effective this 31st day of March,
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 and an Eighth Modification Agreement dated October 19, 1995 (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. Capitalized terms not defined herein shall have the meanings set
forth in the Credit Agreement.
2. Section 7.10 of the Credit Agreement is hereby amended by adding
a new subparagraph (k) thereto which shall read in full as follows:
"(k) Investments made by the Company in a mutual fund
management company in Taiwan in an aggregate amount not to exceed
$2,000,000."
3. 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.
4. 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;
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(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
(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.
5. 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.
6. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
7. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective successors and assigns.
8. 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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