EXHIBIT 10.14.9
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TENTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of and effective this 31st day of May, 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 and a
Ninth Modification Agreement dated March 31, 1996 (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 increase the Loans to $30,000,000 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 meanings
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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 $30,000,000 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 "$20,000,000" to "$30,000,000".
(b) As contemplated by Section 9.15 of the Credit Agreement, the
Termination Date and the date on which the Credit Commitment shall expire and
the Credit Period shall end is hereby changed from May 31, 1996 to May 31, 1997.
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(c) Section 7.8 of the Loan Agreement is hereby amended by adding a
new subparagraph (l) thereto which shall 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; and provided, further,
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that the terms of such Indebtedness are no more restrictive than the
terms of this Agreement."
(d) Section 7.10 of the Credit Agreement is hereby amended by adding
a new subparagraph (l) thereto which shall read in full as follows:
"(l) Investments made by the Company, in addition to
those permitted in Section 7.10(a) through (k), in other entities, in
an aggregate amount not to exceed $10,000,000."
(e) Exhibit A to the Credit Agreement is hereby amended and
restated to read in full as set forth in Exhibit A attached hereto.
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 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
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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.
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7. Conditions to Effectiveness of Agreement. Bank's willingness to
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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
RESTATED LINE OF CREDIT NOTE
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$30,000,000 Philadelphia, Pennsylvania
Originally Dated as of May 31, 1992
Amended and Restated as of September 30, 1992
Restated as of May 31, 1996
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 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 or at such other address as the Bank may
designate, the principal sum of THIRTY MILLION DOLLARS ($30,000,000), 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 $20,000,000 payable to Bank dated May 31, 1992, as
amended (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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