EXHIBIT 10.14.14
FIFTEENTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of the 31st day of March, 1998, 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"), and SEI INVESTMENTS COMPANY (formerly SEI
Corporation), a Pennsylvania corporation (the "Borrower").
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, an Eleventh Modification Agreement dated October 1,
1996, a Release and Modification Agreement dated February 20, 1997, a Thirteenth
Modification Agreement dated May 30, 1997 and a Fourteenth Modification
Agreement dated as of December 31, 1997 (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.
Borrower and Bank have agreed to certain amendments to the Credit
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 defined herein
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shall have the meanings given to such terms in the Credit Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is hereby amended
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by amending and restating Section 7.7 thereof to read in full as follows:
"(S)7.7. Leverage Ratio. It shall maintain as of each fiscal quarter a
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ratio of Funded Debt to Capitalization of not greater than .65 to 1."
3. Loan Documents. Except where the context clearly requires otherwise,
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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.
4. Borrower's Ratification. Borrower agrees that it has no defenses or
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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.
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5. Representations and Warranties. Borrower hereby certifies that:
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(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.
6. 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.
7. 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.
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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: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxx
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Title: Vice President Title: Assistant Controller and Treasurer
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BANK
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
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Title Vice President
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