Amendment No. 4 to Credit Agreement


 Exhibit 10.23.4 
 EXECUTION VERSION 
 AMENDMENT NO. 4 TO CREDIT AGREEMENT 
 This Amendment No. 4 to Credit Agreement (this “Amendment”) is entered into as of November 26, 2008 by and among SEI
Investments Company, a Pennsylvania corporation (the “Borrower”) and the financial institutions signatory hereto. 
 RECITALS 
 A. The Borrower, JPMorgan Chase Bank, N.A., individually and as administrative agent (the
“Administrative Agent”), and the financial institutions party thereto (the “Lenders”) have entered into that certain Credit Agreement dated as of July 25, 2007 (as previously amended, the “Credit
Agreement”). Unless otherwise specified herein each capitalized term used in this Amendment shall have the meaning ascribed to it by the Credit Agreement. 
 B. The Borrower and the undersigned Lenders wish to amend the Credit Agreement and waive certain of its provisions on the terms and conditions set forth below. 
 C. SEI Liquid Asset Trust Prime Obligation Fund (the “Fund”) is an Affiliate of the Borrower and an investment company registered with
the Securities and Exchange Commission in accordance with the Investment Company Act of 1940. The Borrower through a Subsidiary is the investment advisor of the Fund. 
 D. In furtherance of its business interests, the Borrower wishes to enter into an Amended and Restated Capital Support Agreement with the Fund in substantially the form previously delivered to the Administrative Agent
and the Lenders (the “CSA”), pursuant to which CSA (as modified from time to time by amendments having the effect of increasing the Borrower’s capital support obligations thereunder but not otherwise amending such CSA in a
manner which, but for this Amendment, would result in a Default under the Credit Agreement) the Borrower would be obligated, on the terms and conditions thereof, to make “Capital Contributions” to the Fund in maximum amounts in no event to
exceed $72,598,000 in the aggregate (the “Maximum Contribution Amount”), for which it would not receive shares or other consideration from the Fund. The transactions described in the preceding sentence, including the performance by
the Borrower of its obligations under the CSA (as amended from time to time in the manner described above), are referred to as the “Transactions”. 






 Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows: 
 1. Amendments to Credit Agreement. Upon the “Effective Date” (as
defined below), the Credit Agreement shall be amended as follows: 
 (a) Section 6.21 shall be amended and restated in
its entirety as follows: 
 “6.21 Financial Covenant; Leverage Ratio. The Borrower will cause the Leverage Ratio to be
(i) at all times prior to and including September 30, 2009, not more than 2.25 to 1.0, (ii) at all times from October 1, 2009 through and including December 31, 2009, not more than 2.00 to 1.0 and (iii) at all times
thereafter, not more than 1.75 to 1.0.” 
 (b) Clause (vi) of Section 6.14 shall be re-designated as clause
(viii), and new clauses (vi) and (vii) shall be added to Section 6.14 as follows: 
 “(vi) Investments in securities
issued by the Government National Mortgage Association, which Investments (valued at par) shall not at any time exceed $100,000,000 in the aggregate. 
 (vii) Investments consisting of purchases by the Borrower of structured investment vehicles held as of November 26, 2008 by SEI Daily Income Trust Prime Obligation Fund and SEI Liquid Asset Trust Prime Obligation
Fund, which Investments (valued at par) shall not at any time exceed $346,000,000 in the aggregate.” 
 (c) The Pricing
Schedule to the Credit Agreement shall be amended and restated in its entirety by the Pricing Schedule attached hereto. 
 2. Consent and
Waiver. The Lenders hereby (a) waive any breach of Section 6.11 (Indebtedness), 6.14 (Investments and Acquisitions), 6.16 (Affiliates) or 6.18 (Contingent Obligations) of the Credit Agreement arising solely out of the Transactions,
(b) agree that no Contingent Obligations or Investments arising solely out of the Transactions shall be included in any computation under Section 6.11(x) or 6.14(viii) of the Credit Agreement (provided, however, that in no
event shall the sum of (i) the Maximum Contribution Amount and (ii) the maximum potential capital contribution obligations of the Borrower under an Amended and Restated Capital Support Agreement entered into with SEI Daily Income Trust
Prime Obligation Fund pursuant to Amendment No. 3 to the Credit Agreement (the “Other Obligations”) exceed $345,148,000) and (c) waive any Default or Event of Default that would not have occurred had Recital D of Amendment
No. 1 to the Credit Agreement referred to an amount of capital support obligations of up to $178,000,000 instead of an amount of such obligations of up to $150,000,000. 
 3. Agreement. For the avoidance of doubt, the Lenders and the Borrower agree and confirm that both (a) the entire Maximum Contribution Amount
and (b) the amount of the Other Obligations, in each case from time to time in effect, shall constitute Consolidated Indebtedness under the Credit Agreement and shall be included in Consolidated Indebtedness for purposes of calculating the
Borrower’s Leverage Ratio pursuant to Section 6.21 of the Credit Agreement. 
 4. Representations and Warranties of the
Borrower. The Borrower represents and warrants that: 
 (a) The Borrower has the power and authority and legal right to
execute and deliver this Amendment and to perform its obligations hereunder. The 

  

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execution and delivery by the Borrower of this Amendment and the performance of its obligations hereunder have been duly authorized by proper corporate
proceedings, and this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally; 
 (b) Each of the representations and warranties contained in the Credit
Agreement (treating this Amendment as a Loan Document) is true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representation or warranty is stated to relate solely to an
earlier date in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date; and 
 (c) After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing. 
 5. Effective Date. This Amendment shall become effective upon the date (the “Effective Date”) of: 
 (a) the execution and delivery hereof by the Borrower and the Required Lenders (without respect to whether this Amendment has been executed and delivered by all the Lenders); 
 (b) the Borrower shall have paid to the Administrative Agent for the benefit of each Lender executing this Amendment a fee equal to 0.75%
of each such Lender’s Commitment; and 
 (c) the execution and delivery by the Guarantors of an Affirmation of Guaranty
in the form of Exhibit A hereto. 
 6. Reference to and Effect Upon the Credit Agreement. 
 (a) Except as specifically amended or waived above, the Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed. 
 (b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as
specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be
a reference to the Credit Agreement as amended hereby. 
 7. Costs and Expenses. The Borrower hereby affirms its obligation under
Section 9.6 of the Credit Agreement to reimburse the Administrative Agent for all out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and distribution of this
Amendment, including but not limited to the fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto. 
  

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 8. Governing Law. This Agreement shall be construed in accordance with and governed by the
internal laws of the State of New York. 
 9. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purposes. 
 10. Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. 
 [signature page follows] 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

  

			
	SEI INVESTMENTS COMPANY, as Borrower
		
	By:	 	 /s/    Dennis McGonigle

	Name:	 	Dennis McGonigle
	Title:	 	CFO
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/    Karin E. Samuel

	Name:	 	Karin E. Samuel
	Title:	 	Director
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/    Philip P. Whewell

	Name:	 	Philip P. Whewell
	Title:	 	Assistant Vice President
	
	MANUFACTURERS AND TRADERS TRUST COMPANY
		
	By:	 	 /s/    Brian J. Sohocki

	Name:	 	Brian J. Sohocki
	Title:	 	Vice President
	
	PNC Bank, National Association
		
	By:	 	 /s/    Meredith Jermann

	Name:	 	Meredith Jermann
	Title:	 	Vice President
	
	Citizens Bank of Pennsylvania
		
	By:	 	 /s/    Dale R. Carr

	Name:	 	Dale R. Carr
	Title:	 	Senior Vice President
	
	The Bank of New York Mellon
		
	By:	 	 /s/    Jean Earley

	Name:	 	Jean Earley
	Title:	 	Vice President
	
	WellsFargo Bank, N.A.
		
	By:	 	 /s/    Robert P. Fialkowski

	Name:	 	Robert P. Fialkowski
	Title:	 	Senior Vice President
	
	Bank Hapoalim B.M.
		
	By:	 	 /s/    James P. Surless

	Name:	 	James P. Surless
	Title:	 	Vice President
		
	By:	 	 /s/    Frederic S. Becker

	Name:	 	Frederic S. Becker
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 
 4 to Credit Agreement 






 EXHIBIT A 
 REAFFIRMATION OF GUARANTY 
 Each of the undersigned acknowledges receipt of a copy of
Amendment No. 4 to Credit Agreement (the “Amendment”) dated as of November 26, 2008, consents to such Amendment and each of the transactions referenced therein and hereby reaffirms its obligations under the Guaranty dated
as of July 25, 2007 in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders (as defined in the Amendment). 
 Dated as of
November 26, 2008 
  

			
	SEI INVESTMENTS MANAGEMENT CORPORATION, a Delaware corporation and successor by merger to SEI Investments Management Corporation II
		
	By:	 	 /s/    Kathy Heilig

	Name:	 	Kathy Heilig
	Title:	 	Controller
	
	SEI GLOBAL SERVICES, INC., a Delaware corporation
		
	By:	 	 /s/    Kathy Heilig

	Name:	 	Kathy Heilig
	Title:	 	Controller
	
	SEI FUNDS, INC., a Delaware corporation
		
	By:	 	 /s/    Kathy Heilig

	Name:	 	Kathy Heilig
	Title:	 	Controller








 PRICING SCHEDULE 
  

																
	 APPLICABLE MARGIN
	  	LEVEL I
STATUS	 	 	LEVEL II
STATUS	 	 	LEVEL III
STATUS	 	 	LEVEL IV
STATUS	 	 	LEVEL V
STATUS	 
	 Eurocurrency Rate
	  	0.450	%	 	0.500	%	 	0.625	%	 	0.750	%	 	1.250	%
	 ABR
	  	0	%	 	0	%	 	0	%	 	0	%	 	0	%
						
	 APPLICABLE FEE RATE
	  	LEVEL I
STATUS	 	 	LEVEL II
STATUS	 	 	LEVEL III
STATUS	 	 	LEVEL IV
STATUS	 	 	LEVEL V
STATUS	 
	 Commitment Fee
	  	0.090	%	 	0.100	%	 	0.125	%	 	0.150	%	 	0.200	%

 For the purposes of this Schedule, the following terms have the following meanings, subject to the
final paragraph of this Schedule: 
 “Financials” means the annual or quarterly financial statements of the Borrower delivered
pursuant to the Credit Agreement. 
 “Level I Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Leverage Ratio is less than or equal to 0.50 to 1.00. 
 “Level II Status”
exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is less than or equal to 0.75 to
1.00. 
 “Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most
recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is less than or equal to 1.00 to 1.00. 
 “Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status, Level
II Status or Level III Status and (ii) the Leverage Ratio is less than or equal to 1.50 to 1.00. 
 “Level V Status” exists at
any date if the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status. 
 “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 
 The Applicable Margins and Applicable Fee
Rates shall be determined in accordance with the foregoing table based on the Borrower’s Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margins or Applicable Fee Rates shall be 







 
effective five Business Days after the Administrative Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the
Administrative Agent at the time required pursuant to the Credit Agreement, then the Applicable Margins and Applicable Fee Rates shall be the highest Applicable Margins and Applicable Fee Rates set forth in the foregoing table until five days after
such Financials are so delivered. Until further adjusted as provided above, Level I Status shall be deemed to exist.