FOURTEENTH MODIFICATION AGREEMENT
Published on March 27, 1998
EXHIBIT 10.14.13
FOURTEENTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of the 31st day of December, 1997, by and
among PNC BANK, NATIONAL ASSOCIATION, successor by merger to Provident National
Bank, a national banking association with offices at 1600 Market Street,
Philadelphia 19103 (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
and a Thirteenth Modification Agreement dated May 30, 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 denied
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herein shall have the meanings given to such terms in the Credit Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is hereby
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amended by amending and restating Section 7.10(g) thereof to read in full as
follows:
"(g) Purchased by the Company of its common stock (to be retired by
the Company) of up to an aggregate consideration of $250,000,000
(cumulatively since the institution of its stock repurchase
program), less the consideration paid by the Company for the
purchase of its common stock as of the date hereof;"
3. 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.
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.
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
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(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.
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/ Sandra M. Orlow By: /s/ Henry H. Greer
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Title: Vice President Title: President and Chief Operating Officer
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BANK
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Warren C. Engle
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Title: Vice President
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