EXHIBIT 10.17.1
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SEI Investments Company
___________________________________
First Amendment
Dated as of December 15, 1998
to
Note Purchase Agreement
Dated as of February 24, 1997
___________________________________
Re: $20,000,000 7.20% Senior Notes, Series A,
due February 24, 2007
and
$15,000,000 7.27% Senior Notes, Series B,
due February 24, 2012
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SEI INVESTMENTS COMPANY
OAKS, PENNSYLVANIA 19456
FIRST AMENDMENT
Dated as of December 15, 1998
To
NOTE PURCHASE AGREEMENT
Dated as of February 24, 1997
Re: $20,000,000 7.20% Senior Notes, Series A,
due February 24, 2007
and
$15,000,000 7.27% Senior Notes, Series B,
due February 24, 2012
To the Noteholders Which are Signatories
to this Amendment
Reference is made to the Note Purchase Agreement, dated as of February 24,
1997 (the "Note Agreement"), among the undersigned, SEI Investments Company, a
Pennsylvania corporation (the "Company"), and each of the Purchasers named on
Schedule A thereto (the "Purchasers"). Unless otherwise herein defined or the
context hereof shall otherwise require, capitalized terms used in this First
Amendment (the or this "First Amendment"), shall have the respective meanings
specified in the Note Agreement.
RECITALS:
A. The Company and each of the Purchasers have heretofore entered into
the Note Agreement. The Company has heretofore issued $20,000,000 aggregate
principal amount of its 7.20% Senior Notes, Series A, due February 24, 2007 (the
"Series A Notes") and $15,000,000 aggregate principal amount of its 7.27% Senior
Notes, Series B, due February 24, 2012 (the "Series B Notes", the Series A Notes
and Series B Notes are hereinafter collectively referred to as the "Notes"). On
the date hereof, $19,000,000 aggregate principal amount of the Series A Notes
and $14,000,000 aggregate principal amount of the Series B Notes are
outstanding.
B. The Company and the holders of the Notes (the "Noteholders") now
desire to amend the Note Agreement in the respects, but only in the respects,
hereinafter set forth.
C. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
Now, therefore, the Company requests the following amendments to the Note
Agreement, and, based on the representations and warranties of the Company
herein set forth and subject to the terms and conditions herein provided, the
Noteholders are willing to enter into such amendments.
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Section 1. Amendments.
Section 10.3 of the Note Agreement shall be and is hereby amended in its
entirety to read as follows:
"Section 10.3. Consolidated Net Worth
(a) The Company will not, at any time on or before September 30,
1998, permit Consolidated Net Worth to be less than the sum of (i)
$30,000,000, plus (ii) an aggregate amount equal to 30% of its
Consolidated Net Income (but, in each case, only if a positive number)
for each completed fiscal year beginning with the fiscal year ending
on December 31, 1997, plus (iii) 30% of its Consolidated Net Income
(but only if a positive number) for the period beginning on the first
day of the then current fiscal year and ending at the end of the then
most recently completed fiscal quarter.
(b) The Company will not, at any time after September 30, 1998
and on or before December 31, 1999, permit Consolidated Net Worth to
be less than the sum of (i) $43,000,000, plus (ii) 25% of its
Consolidated Net Income (but only if a positive number) for the period
beginning on the first day of the fiscal year ending on December 31,
1999 and ending at the end of the then most recently completed fiscal
quarter.
(c) The Company will not, at any time after December 31, 1999,
permit Consolidated Net Worth to be less than the sum of (i)
$43,000,000, plus (ii) an amount equal to 25% of its Consolidated Net
Income (but only if a positive number) for the fiscal year ending on
December 31, 1999, plus (iii) an aggregate amount equal to 50% of its
Consolidated Net Income (but, in each case, only if a positive number)
for each completed fiscal year beginning with the fiscal year ending
on December 31, 2000, plus (iv) 50% of its Consolidated Net Income
(but only if a positive number) for the period beginning on the first
day of the then current fiscal year and ending at the end of the then
most recently completed fiscal quarter."
Section 2. Representations and Warranties of the Company.
To induce the Noteholders to execute and deliver this First Amendment
(which representations shall survive the execution and delivery of this First
Amendment), the Company represents and warrants to the Noteholders that:
(a) this First Amendment has been duly authorized, executed and
delivered by it and this First Amendment constitutes the legal, valid and
binding obligation, contract and agreement of the Company enforceable
against it in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or limiting creditors' rights
generally;
(b) the Note Agreement, as amended by this First Amendment,
constitutes the legal, valid and binding obligation, contract and agreement
of the Company enforceable against it in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors' rights generally;
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(c) the execution, delivery and performance by the Company of this
First Amendment (i) has been duly authorized by all requisite corporate
action, (ii) does not require the consent or approval of any governmental
or regulatory body or agency, and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation or its Articles of
Incorporation or bylaws, (2) any order of any court or any rule, regulation
or order of any other agency or government binding upon it, or (3) any
provision of any material indenture, agreement or other instrument to which
it is a party or by which its properties or assets are or may be bound, or
(B) result in a breach or constitute (alone or with due notice or lapse of
time or both) a default under any indenture, agreement or other instrument
referred to in clause (iii)(A)(3) of this (S)2.1(C);
(d) as of the date hereof and after giving effect to this First
Amendment, no Default or Event of Default has occurred which is continuing;
and
(e) all the representations and warranties contained in Section 5 of
the Note Agreement are true and correct in all material respects with the
same force and effect as if made by the Company on and as of the date
hereof.
Section 3. Conditions to Effectiveness of This First Amendment.
This First Amendment shall not become effective until, and shall
become effective when, each and every one of the following conditions shall have
been satisfied:
(a) executed counterparts of this First Amendment, duly executed by
the Company and the holders of at least 51% of the outstanding principal
amount of the Notes, shall have been delivered to the Noteholders;
(b) the representations and warranties of the Company set forth in
(S)2 hereof are true and correct on and with respect to the date hereof;
(c) the Company shall have paid all costs and expenses incurred by
the Noteholders in connection with the consummation of the transactions
contemplated by this First Amendment, including, without limitation, the
fees and expenses of Chapman and Cutler, special counsel to the
Noteholders, which are reflected in statements of such counsel rendered on
or prior to the effective date of this First Amendment; and
(d) in consideration of the agreement of the Noteholders to amend
the Note Agreement as set forth in (S)1, each Noteholder shall have
received a fee equal to 0.35% of the unpaid principal amount of the Notes
held by such Noteholder, whether or not such Noteholder shall have executed
and delivered a counterpart to this First Amendment.
Upon receipt of all of the foregoing, this First Amendment shall become
effective.
Section 4. Miscellaneous.
Section 4.1. Construction. This First Amendment shall be construed
in connection with and as part of the Note Agreement, and except as modified and
expressly amended by this First Amendment, all terms, conditions and covenants
contained in the Note Agreement and the Notes are hereby ratified and shall be
and remain in full force and effect.
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Section 4.2. Notices. Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery of
this First Amendment may refer to the Note Agreement without making specific
reference to this First Amendment but nevertheless all such references shall
include this First Amendment unless the context otherwise requires.
Section 4.3. Captions. The descriptive headings of the various
Sections or parts of this First Amendment are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.
Section 4.4. Governing Law. This First Amendment shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a
jurisdiction other than such State.
Section 4.5. Counterparts. The execution hereof by you shall
constitute a contract between us for the uses and purposes hereinabove set
forth, and this First Amendment may be executed in any number of counterparts,
each executed counterpart constituting an original, but all together only one
agreement.
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In Witness Whereof, the Company and the Noteholders have caused this First
Amendment to be executed, all as of the day and the year first above-written.
SEI Investments Company
By: /s/ Todd Cipperman
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Its: Vice President
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Accepted and Agreed to:
Connecticut General Life Insurance Company
By: CIGNA Investments, Inc.
By: /s/ James R. Kuzemchak
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Its: Managing Director
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Connecticut General Life Insurance Company, on
behalf of one or more separate accounts
By: CIGNA Investments, Inc.
By: /s/ James R. Kuzemchak
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Its: Managing Director
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Insurance Company of North America
By: CIGNA Investments, Inc.
By: /s/ James R. Kuzemchak
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Its: Managing Director
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Pacific Employers Insurance Company
By: CIGNA Investments, Inc.
By: /s/ James R. Kuzemchak
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Its: Managing Director
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The Lincoln National Life Insurance Company
By: Lincoln Investment Management, Inc.,
Its Attorney-In-Fact
By: /s/ Timothy J. Powell
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Its: Vice President
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Nationwide Life Insurance Company
By: /s/ Mark W. Poeppelman
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Its: Authorized Signatory
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