EXHIBIT 10.14.6
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SEVENTH MODIFICATION AGREEMENT
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THIS AGREEMENT is made this 15th day of June, and effective as of the 31st
day of May, 1995 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 and a Sixth Modification
Agreement dated as of May 5, 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. The Credit Agreement is hereby amended as follows:
(a) As contemplated by Section 9.15 of the Credit Agreement, the
Termination Date and the date on which the Credit Agreement shall expire and the
Credit Period shall end is hereby changed from May 31, 1995 to May 31, 1996.
(b) Section 7.6 of the Credit Agreement is hereby amended such that
the Consolidated Tangible Effective Net Worth shall be greater than or equal to
$35,000,000 at and after May 31, 1995, such figure to continue to adjust
thereafter as set forth in the Credit Agreement, provided that the Consolidated
Tangible Effective Net Worth shall not at any time fall below $0.
(c) The reference in Section 7.10(g) of the Credit Agreement to
"$150,729,000" is hereby deleted and "$200,729,000" is substituted therefor.
(d) Section 7.11 of the Credit Agreement is hereby amended to provide
that the Company may sell its Defined Contribution Recordkeeping Services and
Capital Resources Pension Consulting business units.
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.
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(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;
(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: Xxxx Xxxxxxxxx
Title: Controller
PNC BANK, NATIONAL ASSOCIATION
By: H. Xxxx Xxxxxxxxx
Title: Vice President
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