exv4w1






Exhibit 4.1




EXECUTION COPY




 

 










Published CUSIP Number:



SECOND AMENDED AND RESTATED

CREDIT AGREEMENT



Dated as of June 2, 2009




among




STEWART ENTERPRISES, INC.,

EMPRESAS STEWART-CEMENTERIOS,

and

EMPRESAS STEWART-FUNERARIAS,

as Borrowers,




BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, Swing Line Lender

and

L/C Issuer,




BBVA COMPASS BANK,

CREDIT INDUSTRIEL ET COMMERCIAL,

JPMORGAN CHASE BANK, N.A.

and

REGIONS BANK,

as Co-Arrangers and Co-Documentation Agents




and




The Other Lenders Party Hereto




BANC OF AMERICA SECURITIES LLC,

as Lead Arranger and Sole Book Manager




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 	 	 	 	ARTICLE I.
	 	 	 	 
	 	 	 	 	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	 	1.01	 	 	Assignments and Allocations; Amendment and Restatement

	 	 	2	 
	 	1.02	 	 	Defined Terms

	 	 	3	 
	 	1.03	 	 	Other Interpretive Provisions

	 	 	35	 
	 	1.04	 	 	Accounting Adjustments

	 	 	36	 
	 	1.05	 	 	Accounting Terms

	 	 	37	 
	 	1.06	 	 	Rounding

	 	 	38	 
	 	1.07	 	 	Times of Day

	 	 	38	 
	 	1.08	 	 	Letter of Credit Amounts

	 	 	38	 
	 	 	 	 	ARTICLE II.
	 	 	 	 
	 	 	 	 	THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	 	 
	 	2.01	 	 	Committed Loans

	 	 	38	 
	 	2.02	 	 	Borrowings, Conversions and Continuations of Committed Loans

	 	 	38	 
	 	2.03	 	 	Letters of Credit

	 	 	40	 
	 	2.04	 	 	Swing Line Loans

	 	 	48	 
	 	2.05	 	 	Prepayments

	 	 	51	 
	 	2.06	 	 	Termination or Reduction of Commitments

	 	 	52	 
	 	2.07	 	 	Repayment of Loans

	 	 	52	 
	 	2.08	 	 	Interest

	 	 	53	 
	 	2.09	 	 	Fees

	 	 	53	 
	 	2.10	 	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

	 	 	54	 
	 	2.11	 	 	Evidence of Debt

	 	 	54	 
	 	2.12	 	 	Payments Generally; Administrative Agent’s Clawback

	 	 	55	 
	 	2.13	 	 	Sharing of Payments by Lenders

	 	 	57	 
	 	2.14	 	 	Increase in Commitments

	 	 	57	 
	 	2.15	 	 	Joint and Several Borrowers

	 	 	59	 
	 	2.16	 	 	SEI as Borrowing Agent

	 	 	61	 
	 	2.17	 	 	Removal of PR Borrowers

	 	 	62	 
	 	2.18	 	 	Cash Collateral and Other Credit Support

	 	 	62	 






i









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 	 	 	 	ARTICLE III.
	 	 	 	 
	 	 	 	 	TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	 	 
	 	3.01	 	 	Taxes

	 	 	64	 
	 	3.02	 	 	Illegality

	 	 	67	 
	 	3.03	 	 	Inability to Determine Rates

	 	 	68	 
	 	3.04	 	 	Increased Costs; Reserves on Eurodollar Rate Loans

	 	 	68	 
	 	3.05	 	 	Compensation for Losses

	 	 	70	 
	 	3.06	 	 	Mitigation Obligations; Replacement of Lenders

	 	 	70	 
	 	3.07	 	 	Survival

	 	 	71	 
	 	 	 	 	ARTICLE IIIA.
	 	 	 	 
	 	 	 	 	SECURITY
	 	 	 	 
	 	3A.01	 	 	Security

	 	 	71	 
	 	3A.02	 	 	Further Assurances

	 	 	72	 
	 	3A.03	 	 	Information Regarding Collateral

	 	 	72	 
	 	3A.04	 	 	Release of Guarantors, Collateral and Pledged Interests

	 	 	73	 
	 	 	 	 	ARTICLE IV.
	 	 	 	 
	 	 	 	 	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	 	 
	 	4.01	 	 	Conditions of Initial Credit Extension

	 	 	74	 
	 	4.02	 	 	Conditions to all Credit Extensions

	 	 	76	 
	 	 	 	 	ARTICLE V.
	 	 	 	 
	 	 	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 	5.01	 	 	Organization and Authority

	 	 	77	 
	 	5.02	 	 	Loan Documents

	 	 	77	 
	 	5.03	 	 	Solvency

	 	 	78	 
	 	5.04	 	 	Subsidiaries and Stockholders

	 	 	78	 
	 	5.05	 	 	Ownership Interests

	 	 	78	 
	 	5.06	 	 	Financial Condition

	 	 	78	 
	 	5.07	 	 	Title to Properties

	 	 	79	 
	 	5.08	 	 	Taxes

	 	 	79	 
	 	5.09	 	 	Other Agreements

	 	 	79	 
	 	5.10	 	 	Litigation

	 	 	79	 
	 	5.11	 	 	Margin Stock

	 	 	80	 
	 	5.12	 	 	Regulated Company

	 	 	80	 
	 	5.13	 	 	Intellectual Property, Licenses, Etc

	 	 	80	 






ii









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 	5.14	 	 	No Untrue Statement

	 	 	80	 
	 	5.15	 	 	No Consents, Etc

	 	 	81	 
	 	5.16	 	 	Employee Benefit Plans

	 	 	81	 
	 	5.17	 	 	No Default

	 	 	82	 
	 	5.18	 	 	Environmental Laws

	 	 	82	 
	 	5.19	 	 	Employment Matters

	 	 	82	 
	 	5.20	 	 	Deathcare Industry

	 	 	83	 
	 	 	 	 	ARTICLE VI.
	 	 	 	 
	 	 	 	 	AFFIRMATIVE COVENANTS
	 	 	 	 
	 	6.01	 	 	Financial Reports, Etc

	 	 	83	 
	 	6.02	 	 	Maintain Properties

	 	 	86	 
	 	6.03	 	 	Existence, Qualification, Etc

	 	 	86	 
	 	6.04	 	 	Regulations and Taxes

	 	 	86	 
	 	6.05	 	 	Insurance

	 	 	86	 
	 	6.06	 	 	True Books

	 	 	86	 
	 	6.07	 	 	Right of Inspection

	 	 	87	 
	 	6.08	 	 	Observe All Laws

	 	 	87	 
	 	6.09	 	 	Governmental Licenses

	 	 	87	 
	 	6.10	 	 	Covenants Extending to Other Persons

	 	 	87	 
	 	6.11	 	 	Officer’s Knowledge of Default

	 	 	87	 
	 	6.12	 	 	Suits or Other Proceedings

	 	 	87	 
	 	6.13	 	 	Notice of Environmental Complaint or Condition

	 	 	87	 
	 	6.14	 	 	Environmental Compliance

	 	 	88	 
	 	6.15	 	 	Indemnification

	 	 	88	 
	 	6.16	 	 	Further Assurances

	 	 	88	 
	 	6.17	 	 	Employee Benefit Plans

	 	 	88	 
	 	6.18	 	 	Continued Operations

	 	 	89	 
	 	6.19	 	 	New Subsidiaries

	 	 	89	 
	 	6.20	 	 	Use of Proceeds

	 	 	91	 
	 	 	 	 	ARTICLE VII.
	 	 	 	 
	 	 	 	 	NEGATIVE COVENANTS
	 	 	 	 
	 	7.01	 	 	Financial Covenants

	 	 	92	 
	 	7.02	 	 	Acquisitions

	 	 	92	 






iii









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 	7.03	 	 	Capital Expenditures

	 	 	94	 
	 	7.04	 	 	Liens

	 	 	94	 
	 	7.05	 	 	Indebtedness

	 	 	95	 
	 	7.06	 	 	Transfer of Assets

	 	 	97	 
	 	7.07	 	 	Investments

	 	 	99	 
	 	7.08	 	 	Merger or Consolidation

	 	 	100	 
	 	7.09	 	 	Restricted Payments

	 	 	100	 
	 	7.10	 	 	Transactions with Affiliates

	 	 	100	 
	 	7.11	 	 	Compliance with ERISA, the Code and Foreign Benefit Laws

	 	 	101	 
	 	7.12	 	 	Fiscal Year

	 	 	102	 
	 	7.13	 	 	Dissolution, Etc

	 	 	102	 
	 	7.14	 	 	Limitations on Sales and Leasebacks

	 	 	102	 
	 	7.15	 	 	Change in Control

	 	 	102	 
	 	7.16	 	 	Negative Pledge Clauses

	 	 	102	 
	 	7.17	 	 	Prepayments, Etc., of Indebtedness

	 	 	103	 
	 	7.18	 	 	Limitations on Upstreaming

	 	 	103	 
	 	 	 	 	ARTICLE VIII.
	 	 	 	 
	 	 	 	 	EVENTS OF DEFAULT AND REMEDIES
	 	 	 	 
	 	8.01	 	 	Events of Default

	 	 	104	 
	 	8.02	 	 	Remedies Upon Event of Default

	 	 	106	 
	 	8.03	 	 	Application of Funds

	 	 	107	 
	 	 	 	 	ARTICLE IX.
	 	 	 	 
	 	 	 	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	 	 	 	 
	 	9.01	 	 	Appointment and Authority

	 	 	108	 
	 	9.02	 	 	Rights as a Lender

	 	 	108	 
	 	9.03	 	 	Exculpatory Provisions

	 	 	109	 
	 	9.04	 	 	Reliance by Administrative Agent and Collateral Agent

	 	 	110	 
	 	9.05	 	 	Delegation of Duties

	 	 	110	 
	 	9.06	 	 	Resignation of Administrative Agent/Collateral Agent

	 	 	110	 
	 	9.07	 	 	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders

	 	 	111	 
	 	9.08	 	 	No Other Duties, Etc

	 	 	111	 
	 	9.09	 	 	Administrative Agent May File Proofs of Claim

	 	 	112	 
	 	9.10	 	 	Collateral and Guaranty Matters

	 	 	112	 






iv









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 	9.11	 	 	Secured Cash Management Agreements and Secured Hedge Agreements

	 	 	113	 
	 	 	 	 	ARTICLE X.
	 	 	 	 
	 	 	 	 	MISCELLANEOUS
	 	 	 	 
	 	10.01	 	 	Amendments, Etc

	 	 	113	 
	 	10.02	 	 	Notices; Effectiveness; Electronic Communication

	 	 	115	 
	 	10.03	 	 	No Waiver; Cumulative Remedies

	 	 	117	 
	 	10.04	 	 	Expenses; Indemnity; Damage Waiver

	 	 	117	 
	 	10.05	 	 	Payments Set Aside

	 	 	119	 
	 	10.06	 	 	Successors and Assigns

	 	 	120	 
	 	10.07	 	 	Treatment of Certain Information; Confidentiality

	 	 	125	 
	 	10.08	 	 	Right of Setoff

	 	 	126	 
	 	10.09	 	 	Interest Rate Limitation

	 	 	126	 
	 	10.10	 	 	Counterparts; Integration; Effectiveness

	 	 	126	 
	 	10.11	 	 	Survival of Representations and Warranties

	 	 	127	 
	 	10.12	 	 	Severability

	 	 	127	 
	 	10.13	 	 	Replacement of Lenders

	 	 	127	 
	 	10.14	 	 	Defaulting Lenders

	 	 	128	 
	 	10.15	 	 	Governing Law; Jurisdiction; Etc

	 	 	132	 
	 	10.16	 	 	Waiver of Jury Trial

	 	 	133	 
	 	10.17	 	 	No Advisory or Fiduciary Responsibility

	 	 	133	 
	 	10.18	 	 	USA PATRIOT Act Notice

	 	 	134	 
	 	 	 	 	SIGNATURES

	 	 	S-1	 






v









 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	1.02(a)

	 	Existing Letters of Credit
	2.01

	 	Commitments and Applicable Percentages
	3A.01

	 	Non-Pledged Subsidiaries
	3A.03

	 	Information Regarding Collateral
	4.01(a)(iv)

	 	Certain Domestic Subsidiaries
	4.01(a)(v)

	 	Local Counsel Jurisdictions
	5.04

	 	Subsidiaries and Investments in Other Persons
	5.05

	 	Other Investments
	5.19

	 	Employment Matters
	7.04

	 	Existing Liens
	7.05(a)(i)

	 	Existing Indebtedness
	7.05(a)(ii)

	 	Existing Intercompany Indebtedness
	7.07(c)

	 	Existing Investments
	10.02

	 	Administrative Agent’s Office; Certain Addresses for Notices
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	 

	 	Form of
	 
	 	 
	A

	 	Committed Loan Notice
	B

	 	Swing Line Loan Notice
	C

	 	Note
	D

	 	Compliance Certificate
	E

	 	Assignment and Assumption
	F

	 	Notice of Appointment (or Revocation) of Responsible Officer
	G

	 	Termination of PR Borrowers
	H

	 	Guaranty
	I

	 	Intellectual Property Security Agreement
	J

	 	Security Agreement
	K

	 	Pledge Agreement







vi











 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of
June 2, 2009, among STEWART ENTERPRISES, INC., a Louisiana corporation having its principal place
of business in Jefferson, Louisiana (“SEI”), EMPRESAS STEWART-CEMENTERIOS, a Puerto Rican
civil partnership having its principal place of business in San Juan, Puerto Rico
(“Cementerios”), EMPRESAS STEWART-FUNERARIAS, a Puerto Rican civil partnership having its
principal place of business in San Juan, Puerto Rico (“Funerarias” and together with
Cementerios, the “PR Borrowers”, and the PR Borrowers and SEI collectively known as the
“Borrowers”), each lender from time to time party hereto (collectively, the
“Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.



     A. The Borrowers, the lenders party thereto and Bank of America, as administrative agent,
entered into that certain Credit Agreement dated as of June 29, 2001 (the “Original
Agreement”), pursuant to which certain of such lenders originally agreed to make available to
the Borrowers (with certain sublimits for the PR Borrowers) (a) a revolving credit facility of up
to $175,000,000, including a letter of credit subfacility of up to $25,000,000 and a swingline
subfacility of up to $10,000,000, and (b) certain term credit facilities.



     B. The Borrowers, the lenders party thereto and Bank of America, as administrative agent, are
parties to that certain Amended and Restated Credit Agreement dated as of November 19, 2004 (as
amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the
“Existing Agreement”), pursuant to which certain of such lenders agreed to amend and
restate the Original Agreement to, among other things, (a) extend the maturity date of both the
revolving and term loan facilities provided pursuant to the Original Agreement, (b) increase the
term loan facility provided pursuant to the Original Agreement from the then outstanding
$50,000,000 principal amount to an aggregate maximum principal amount of $100,000,000, which such
term loan facility has been repaid and is no longer in effect, and (c) reduce the maximum aggregate
amount of the revolving credit facility provided pursuant to the Original Agreement from
$175,000,000 to $125,000,000 (subject to an increase option provided therein).



     C. The Borrowers have requested that the Existing Agreement be further amended and restated in
order to, among other things, (a) extend the maturity date of the revolving credit facility, (b)
reduce the maximum aggregate amount of the revolving credit facility from $125,000,000 to
$95,000,000 (subject to an increase option provided herein) and (c) make certain other amendments
to the Existing Agreement (collectively, the “Amendment and Restatement”).



     D. The parties hereto are willing to amend and restate the Existing Agreement, to make and
continue to make revolving credit, letter of credit and swing line facilities available to the
Borrowers and to permit the increase option provided herein, in each case upon the terms and
conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



1









 





ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Assignments and Allocations; Amendment and Restatement.



     (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the
Aggregate Revolving Credit Commitments (as defined in the Existing Agreement) under the Revolving
Credit Facility (as defined in the Existing Agreement) are $125,000,000, (ii) there are no
Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement,
(iii) there are no Swing Line Loans (as defined in the Existing Agreement) outstanding under the
Existing Agreement and (iv) there are $12,034,925 of L/C Obligations (as defined in the Existing
Agreement). It is acknowledged that the Term Loan (as defined in the Existing Agreement) made
pursuant to the Term Loan Facility (as defined in the Existing Agreement) was paid in full and
terminated prior to the date hereof.



     (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the Commitment of
each of the Lenders shall be as set forth in Schedule 2.01, and the outstanding amount of
the Revolving Loans (as defined in and under the Existing Agreement, without giving effect to any
Borrowings of Loans under this Agreement on the Closing Date, but after giving effect to any
repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in
accordance with such Commitments, and the requisite assignments shall be deemed to be made in such
amounts among the Lenders and from each Lender to each other Lender (and, if necessary, to Lenders
from existing lenders under the Existing Agreement who elect not to become Lenders under this
Agreement or who reduce their commitments in connection with this Agreement), with the same force
and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as
defined in the Existing Agreement) under the Existing Agreement, but without the payment of any
related assignment fee and (ii) the Swing Line (as defined under the Existing Agreement) shall
continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and
the Swing Line Loans (as defined in the Existing Agreement), if any, shall continue as and deemed
to be Swing Line Borrowings hereunder, and (iv) the letter of credit subfacility provided in the
Existing Agreement shall continue as the Letter of Credit facility hereunder with the Letter of
Credit Sublimit set forth herein.



     (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement,
no other documents or instruments, including any Assignment and Assumption, shall be, or shall be
required to be, executed in connection with the assignments set forth in Section 1.01(b)
above (all of which requirements are hereby waived), and such assignments shall be deemed to be
made with all applicable representations, warranties and covenants as if evidenced by an Assignment
and Assumption. On the Closing Date, the applicable Lenders shall make full cash settlement with
one another, and with any lender under the Existing Agreement that may
not be a Lender under this Agreement, either directly or through the Administrative Agent, as
the Administrative Agent may direct or approve, with respect to all assignments, reallocations and
other changes in Commitments, such that after giving effect to such settlements the Commitment of
each Lender shall be as set forth on Schedule 2.01 to this Agreement.



2









 





     (d) The Borrowers, each Guarantor, the Administrative Agent and the Lenders hereby agree that
upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement that
in any manner govern or evidence the Obligations, the rights and interests of the Administrative
Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters
related to any thereof, shall be and hereby are amended and restated in their entirety by the
terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing
Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.



     (e) Notwithstanding this amendment and restatement of the Existing Agreement, including
anything in this Section 1.01, and certain of the related “Loan Documents” as defined in
the Existing Agreement (the “Prior Loan Documents”), (i) all of the indebtedness,
liabilities and obligations owing by any Borrower under the Existing Agreement and other Prior Loan
Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified
by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan
Documents is given as a substitution or supplement of, as the case may be, and not as a payment of,
the indebtedness, liabilities and obligations of the Borrowers and the Guarantors under the
Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof
or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will
remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this
Agreement, all Loans owing by any Borrower and outstanding under the Existing Agreement shall
continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing
Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree
that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Agreement on
the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the
Closing Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable
Interest Periods, as elected by SEI in the manner provided in Section 2.02(b). SEI agrees
that it will pay any additional amounts required pursuant to Section 3.05 (or the similar
provision of the Existing Agreement) in connection with termination of Interest Periods and the
allocation of Loans pursuant to this Section 1.01 as if such Loans were being prepaid or
converted prior to the end of an Interest Period, as applicable.



     1.02 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Accounting Adjustments” means the adjustments to certain financial terms and
computations more particularly described in Section 1.04.



     “Acquired Indebtedness” means Indebtedness of a Person that is incurred or assumed by
SEI or any Subsidiary, or as to which SEI or any Subsidiary otherwise becomes liable as debtor
(including by the acquisition of assets securing any such Indebtedness), in connection with an
Acquisition permitted hereunder, including any Indebtedness incurred in contemplation of such
Acquisition.



     “Acquisition” means the acquisition of (i) a controlling equity interest in another
Person (including the purchase of an option, warrant or convertible or similar type security to
acquire such a controlling interest at the time it becomes exercisable by the holder thereof),
whether by



3









 







purchase of such equity interest or upon exercise of an option or warrant for, or
conversion of securities into, such equity interest, or (ii) assets of another Person which
constitute all or substantially all of the assets of such Person or of a line or lines of business
conducted by such Person.



     “Additional Lender” has the meaning set forth in Section 2.14.



     “Additional Restricted Payment Amount” means, as of any date of determination thereof,
the Aggregate Discretionary Basket minus that portion of the Aggregate Discretionary Basket
previously utilized to make Restricted Payments in excess of $30,000,000 in any fiscal year of SEI.



     “Adjusted Disposition Proceeds” means, with respect to any Asset Disposition by SEI or
any of its Subsidiaries, cash payments received by SEI or any Subsidiary therefrom, including (A)
any cash payments received pursuant to any note or other debt security received in connection with
any Asset Disposition by SEI or any of its Subsidiaries and (B) any tax refunds in connection with
any Asset Disposition by SEI or any of its Subsidiaries, whether received in cash or applied to tax
liabilities, in each case as and when received or applied, net of (i) all legal fees and expenses
and other fees and expenses paid to third parties and incurred in connection therewith (but
excluding any such fees and expenses paid to SEI or any of its Affiliates), (ii) all taxes required
to be paid or accrued as a consequence of such disposition, and (iii) all amounts applied to
repayment of Indebtedness (other than the Obligations) secured by a Lien on the asset or property
disposed.



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify SEI and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified; provided that neither the Administrative Agent, the
Collateral Agent,
the L/C Issuer nor any Lender shall be deemed to be an Affiliate of any Loan Party by virtue
of its execution of any Loan Document.



     “Aggregate Commitments” means the Commitments of all of the Lenders.



     “Aggregate Discretionary Basket” means, as of any date of measurement thereof, the
amount yielded by the following calculation for the period from November 1, 2008 to the last day of
the most recently ended fiscal quarter of SEI (the “Base Period”):



     (a) the sum of (i) the Operating Cash Flow of SEI and its Subsidiaries for the Base
Period plus (ii) the portion of the Net Proceeds of any issuance of Equity Interests in SEI
made



4









 







during the Base Period plus (iii) the first $25,000,000 of cash proceeds received from
each Asset Disposition made during any fiscal year of SEI plus (iv) the cash, cash
equivalents and marketable securities on the consolidated balance sheet of SEI and its Subsidiaries
as of October 31, 2008, minus



     (b) the sum of (i) the Cash Portion of Capital Expenditures made, or deemed made
pursuant to the definition of Cash Portion below, during the Base Period, plus (ii) the
Cash Portion of all Investments made, or deemed made pursuant to the definition of Cash Portion
below, during the Base Period (but excluding Investments made by SEI or any SEI Guarantor in SEI or
any SEI Guarantor), plus (iii) the Cash Portion of the aggregate Cost of Acquisition of all
Acquisitions consummated during the Base Period (including the portion deemed to have been paid in
cash during the Base Period pursuant to the definition of Cash Portion below).



     For purposes of this definition of Aggregate Discretionary Basket:




     “Cash Portion” means (a) with respect to Capital Expenditures and Investments,
amounts actually paid in cash during the Base Period plus amounts with respect to
which SEI and/or its Subsidiaries are directly obligated to make payment in cash at any time
prior to the date that is six months after the Maturity Date, and (b) with respect to a Cost
of Acquisition, the Deemed Cost of Acquisition Amount for the Base Period.




     “Deemed Cost of Acquisition Amount” means, with respect to any Acquisition made
during the Base Period, the sum (without duplication) of: (a) that portion of the
Cost of Acquisition paid in cash for such Acquisition at the time of such Acquisition;
plus (b) amounts paid in cash during the Base Period in connection with contingent
obligations described in part (iii) of the definition of Cost of Acquisition, including
earnouts; plus (c) amounts paid in cash during the Base Period with respect to that
portion of the Cost of Acquisition of such Acquisition constituting a direct obligation of
SEI or one of its Subsidiaries, provided that to the extent any such direct
obligation described in this subpart (c) has a final maturity date prior to the date that is
six months after the Maturity Date, the amount to be counted in this subpart (c) for the
Base Period with respect thereto shall be the greater of (i) the actual amount paid in cash
with respect to such obligations during the Base Period, or (ii) the maximum aggregate
amount of such direct obligation on the date of its incurrence divided by the number
of quarters until
the date of its final maturity, all multiplied by the number of fiscal quarters
since the fiscal quarter of such Acquisition (including both the fiscal quarter of the
Acquisition and the fiscal quarter most recently ended), provided further that in
the event any obligation within this proviso is refinanced so that its maturity is after the
date that is six months after the Maturity Date, the Deemed Cost of Acquisition Amount with
respect to such portion of a Cost of Acquisition shall be recalculated without giving effect
to the immediately preceding proviso.



     “Agreement” means this Second Amended and Restated Credit Agreement.



     “Applicable Percentage” means with respect to any Lender at any time, (i) in respect
of the Revolving Credit Facility, the percentage (carried out to the ninth decimal place) of the
Aggregate Commitments represented by such Lender’s Commitment at such time, and (ii) in



5









 







respect of
any Incremental Term Facility, with respect to any Incremental Term Lender, the percentage (carried
out to the ninth decimal place) of the aggregate principal amount of all Incremental Term Loans
held by such Incremental Term Lender at such time. If the commitment of each Lender to make Loans
and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of such Lender most recently
in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Notwithstanding
the foregoing, during any Impact Period applicable to any Defaulting Lender, for purposes of
computing the amount allocable to each non-Defaulting Lender to acquire, refinance or fund (and
receive payments in respect of) participations in Letters of Credit or Swing Line Loans pursuant to
Sections 2.03 and 2.04 as to which the L/C Issuer or Swing Line Lender (as
applicable) has not received cash collateral or other credit support acceptable to it in respect of
the related participation and funding obligations of such Defaulting Lender, (x) the Applicable
Percentage of each non-Defaulting Lender shall be computed without giving effect to the Commitment
of such Defaulting Lender and (y) such amount shall in no event for each non-Defaulting Lender
exceed an amount equal to the positive difference between (1) the Commitment of such non-Defaulting
Lender in respect of the Revolving Credit Facility and (2) the aggregate Outstanding Amount of the
Loans of such Lender under the Revolving Credit Facility, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans.



     “Applicable Rate” means the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.01(a)(ii) or (b)(ii), as applicable:



Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	 	 	 	 	Rate Loans	 	 
	Pricing	 	Consolidated	 	 	 	 	 	Letter of	 	Base Rate
	Level	 	Leverage Ratio	 	Commitment Fee	 	Credit Fee	 	Loans
	 	1	 	 	Less than 3.00 to
1.00
	 	 	0.750	%	 	 	3.000	%	 	 	2.000	%
	 	2	 	 	Greater than or
equal to 3.00 to
1.00 but less than
4.00 to 1.00
	 	 	0.750	%	 	 	3.500	%	 	 	2.500	%
	 	3	 	 	Greater than or
equal to 4.00 to
1.00
	 	 	0.750	%	 	 	4.000	%	 	 	3.000	%






     Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.01(a)(ii) or (b)(ii),
as applicable; provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Sections then Pricing Level 3 shall apply as of the
first Business Day after



6









 







the date on which such Compliance Certificate was required to have been
delivered and shall remain in effect until the date on which such Compliance Certificate is
delivered. The Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date of delivery, or the required date of delivery (whichever occurs
first), of the Compliance Certificate for the fiscal quarter of SEI ending closest to July 31, 2009
shall be determined based upon Pricing Level 3.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger
and sole book manager.



     “Asset Disposition” means any voluntary Disposition of (a) any of the assets,
excluding cash and cash equivalents, of any Person, or (b) any of the capital stock, or securities
or investments exchangeable, exercisable or convertible for or into, or otherwise entitling the
holder to receive any of the capital stock, of any Subsidiary of such Person.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
E or any other form approved by the Administrative Agent.



     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.



     “Audited Financial Statements” means the audited consolidated balance sheet of SEI and
its Subsidiaries for the fiscal year ended October 31, 2008, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year of SEI
and its Subsidiaries, including the notes thereto.



     “Availability Period” means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender
to make Loans, the commitment of the Swing Line Lender to make Swing Line Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.



     “Available Liquidity” means, at any date of measurement thereof, the sum of (without
duplication) (a) Unencumbered Domestic Liquid Assets, plus (b) provided that neither of
them has elected to terminate all their obligations as Borrowers under Section 2.17, cash,
Eligible



7









 







Securities and readily marketable securities of the PR Borrowers held in the United States
or Puerto Rico, in each case not subject to any Lien or held in any trust (including any cemetery
perpetual care trust), plus (c) the amount by which the Aggregate Commitments (other than
any Commitment of any Defaulting Lender) in effect on such date exceeds the Total Outstandings.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Base Rate” means for any day a fluctuating rate per annum equal to the highest of
(a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day
as publicly announced from time to time by Bank of America as its “prime rate” and (c) the
Eurodollar Rate plus 1%. The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such
change. For the purposes of clause (c) above, the Eurodollar Rate shall be determined daily and
any change shall take effect on the day of such change.



     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Borrower Materials” has the meaning specified in Section 6.01.



     “Borrowers” has the meaning specified in the introductory paragraph hereto.



     “Borrowing” means a Committed Borrowing, a Swing Line Borrowing or the advance of an
Incremental Term Loan, as the context may require.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to the determination of
the Eurodollar Rate, means any such day that is also a London Banking Day.



     “Capital Expenditures” means, with respect to SEI and its Subsidiaries, for any period
the sum of (without duplication) (i) all expenditures (whether paid in cash or accrued as
liabilities) by SEI or any Subsidiary during such period for items that would be classified as
property, plant or equipment on the consolidated balance sheet of SEI and its Subsidiaries,
including without limitation all transactional costs incurred in connection with such expenditures
provided the same have been capitalized, excluding, however, the amount of any Capital Expenditures
paid for with proceeds of casualty insurance as evidenced in writing and submitted to the
Administrative Agent together with any Compliance Certificate delivered pursuant to Section
6.01(a)(ii), and (ii) with respect to any Capital Lease entered into by SEI or its Subsidiaries
during such period, the present value of the lease payments due under such Capital Lease over the
term of such Capital Lease applying a discount rate equal to the interest rate provided in such
lease (or in the absence of a stated interest rate, that rate used in the preparation of the
financial statements described in Section 6.01(a)), all the foregoing in accordance with
GAAP; provided that notwithstanding the foregoing, in no event shall this definition
include (A) any amount



8









 







constituting a Cost of Acquisition or (B) with respect to any Capital Lease
entered into in connection with a sale and leaseback transaction permitted hereunder, the amount of
the present value of lease payments under any Capital Lease otherwise required to be included by
subpart (ii) above to the extent such present value is not in excess of the amount received by SEI
and its Subsidiaries for the transfer of the asset that is the subject of such sale and leaseback
transaction.



     “Capital Leases” means all leases which have been or should be capitalized in
accordance with GAAP as in effect from time to time, including but not limited to Statement No. 13
of the Financial Accounting Standards Board and any successor thereof.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as
collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of
Lenders to fund participations in respect of either thereof (as the context may require), cash or
deposit account balances pursuant to documentation in form and substance satisfactory to (a) the
Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing.



     “Cash Management Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic funds transfer and
other cash management arrangements.



     “Cash Management Bank” means any Person that, (a) at the time it enters into a Cash
Management Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its
Affiliate) becomes a Lender, is a party to a Cash Management Agreement in each case in its capacity
as a party to such Cash Management Agreement.



     “Cash Portion” has the meaning specified in the definition of Aggregate Discretionary
Basket.



     “Cementerios” has the meaning given such term in the preamble hereto.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



     “Change of Control” means, at any time:




     (i) any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) other than Frank B. Stewart, Jr. and the
Stewart Parties either (A) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Securities
of SEI (or securities convertible into or exchangeable for such Voting Securities)
representing 30% or more of the combined voting power of all Voting Securities of SEI (on a
fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a
majority of the board of directors of SEI;



9









 






     (ii) the first day on which a majority of the board of directors of SEI are not
Continuing Directors; or




     (iii) the acquisition of direct or indirect Control of SEI by any “person” or “group”
(each as used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended).



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.



     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means, collectively, all property of SEI, any Subsidiary or any other
Person in which the Collateral Agent, the Administrative Agent or any Lender is granted a Lien
under any Security Instrument as security for all or any portion of the Obligations or any other
obligation arising under any Loan Document.



     “Collateral Agent” means Bank of America in its capacity as collateral agent under any
of the Loan Documents, or any successor collateral agent.



     “Commitment” means, as to each Lender, its obligation to (i) make Committed Loans to
the Borrowers pursuant to Section 2.01 or any Incremental Facility Amendment, (ii) purchase
participations in L/C Obligations, (iii) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or any Incremental
Facility Amendment, respectively, pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement, and
for the avoidance of doubt shall include any Incremental Revolving Commitment of such Lender.



     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Lenders pursuant to Section 2.01.



     “Committed Loan” has the meaning specified in Section 2.01.



     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion
of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
D.



     “Consolidated EBITDA” means, for any period ending on the date of computation thereof
with respect to SEI and its Subsidiaries on a consolidated basis, the sum of, without duplication,
the following, all determined on a consolidated basis in accordance with GAAP, subject to the
Accounting Adjustments: (i) Consolidated Net Income; (ii) Consolidated Interest Expense; (iii)
taxes on income (including reserves for deferred taxes not payable currently); (iv)



10









 







depreciation
expense and amortization expense (including, but not limited to, amortization of intangibles); (v)
tender premiums, call premiums, and fees and expenses incurred in connection with a tender or call
of the Senior Indenture Notes; (vi) the non-cash component of any impairment or unusual item of
loss or expense (or minus the non-cash component of any unusual item of gain or income); (vii)
non-cash charges for the early extinguishment of debt; (viii) non-cash compensation charges related
to or arising from the vesting of any employee, officer or director of SEI or its Subsidiaries in
Equity Interests issued by SEI; (ix) with respect to each of the Four-Quarter Periods ending
January 31, 2009, April 30, 2009 and July 31, 2009, up to $13,300,000 in charges or expenses
attributable to increases in cemetery costs from realized losses from cemetery perpetual care
trusts incurred in the fourth quarter of fiscal year 2008 (the “4Q08 Perpetual Care Trust Charge”);
and (x) in each applicable Four-Quarter Period ending on or after January 31, 2009, non-cash trust
funding charges or expenses resulting from realized losses from cemetery perpetual care trusts; in
each case, to the extent deducted (or added, as the case may be) in determining Consolidated Net
Income for such period; provided that (1) with respect to each of the fiscal quarters
ending on or after January 31, 2009, “Consolidated EBITDA” shall be reduced by the
aggregate amount of cash actually deposited in any cemetery perpetual care trusts after January 31,
2009 associated with the 4Q08 Perpetual Care Trust
Charge until the aggregate amount of such reductions in all fiscal quarters equals the amount
of the 4Q08 Perpetual Care Trust Charge, except that such amount shall not exceed $1,000,000 in any
fiscal quarter (or $4,000,000 in the aggregate for any Four-Quarter Period), and (2) to the extent
any non-cash charge or expense is added back in determining Consolidated EBITDA in any Four-Quarter
Period pursuant to clause (vi), (vii), (viii) or (x) but requires an accrual or reserve for future
cash disbursements, the future cash disbursements shall be deducted in determining Consolidated
EBITDA in the periods in which they are made and the subsequent three fiscal quarters thereafter.



     “Consolidated Funded Indebtedness” means, as of any date of determination with respect
to SEI and its Subsidiaries on a consolidated basis, without duplication, the stated face amount of
all Letters of Credit issued hereunder, all outstanding indebtedness in respect of money borrowed,
including without limitation all obligations under Capital Leases, all Synthetic Lease Obligations,
the deferred purchase price of any property or services, and (without duplication) all payment and
reimbursement obligations with respect to all drawn surety bonds, all bankers’ acceptances which
have been presented for payment, and (in the case of letters of credit other than Letters of Credit
issued hereunder) all such drawn letters of credit, and all obligations, whether or not matured,
evidenced by a promissory note, bond, debenture or similar written obligation for the payment of
money (including reimbursement agreements and conditional sales or similar title retention
agreements), including all such items incurred by any partnership or joint venture as to which SEI
or any of its Subsidiaries is liable as a general partner or joint venturer, other than trade
payables and accrued expenses incurred in the ordinary course of business. For purposes of
determining “Consolidated Funded Indebtedness”, the amount of any convertible debt instruments that
may be settled in cash upon conversion shall be the principal or notional amount thereof,
notwithstanding FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments that May
Be Settled In Cash Upon Conversion (Including Partial Cash Settlement)(the “FSP”), which FSP will
otherwise be applicable to SEI after the Closing Date.



11









 





     “Consolidated Interest Coverage Ratio” means, with respect to SEI and its Subsidiaries
for any Four-Quarter Period ending on the date of computation thereof, the ratio of (i)
Consolidated EBITDA for such period plus Consolidated Lease Payments for such period, to
(ii) Consolidated Interest Expense paid in cash for such period plus Consolidated Lease
Payments for such period.



     “Consolidated Interest Expense” means, for any period ending on the date of
computation thereof with respect to SEI and its Subsidiaries on a consolidated basis, the gross
interest expense of SEI and its Subsidiaries on a consolidated basis, including without limitation
(i) the current amortized portion of debt discounts to the extent included in gross interest
expense, (ii) the current amortized portion of all fees (including fees payable in respect of any
Swap Contracts) payable in connection with the incurrence of Indebtedness to the extent included in
gross interest expense and (iii) the portion of any payments made in connection with Capital Leases
allocable to interest expense, all determined on a consolidated basis in accordance with GAAP,
subject to Accounting Adjustments; provided that Consolidated Interest Expense shall
include the amount of payments in respect of Synthetic Lease Obligations that are in the nature of
interest and shall
not include interest expense related to non-controlling interests in funeral, cemetery and
perpetual care trust investments recorded in SEI’s financial statements in accordance with
Financial Accounting Standards Board Interpretation Number 46, as revised.



     “Consolidated Lease Payments” means the gross amount of all lease or rental payments,
whether or not characterized as rent, of SEI and its Subsidiaries, excluding payments in respect of
Capital Leases constituting Indebtedness or in respect of Synthetic Lease Obligations, all
determined on a consolidated basis in accordance with GAAP, subject to Accounting Adjustments.



     “Consolidated Leverage Ratio” means, as of the date of computation thereof with
respect to SEI and its Subsidiaries, the ratio of (i) Consolidated Funded Indebtedness (determined
as at such date) minus the value of Eligible Securities and readily marketable securities of SEI,
the SEI Guarantors and (provided that neither of them has elected to terminate all their
obligations as Borrowers under Section 2.17) the PR Borrowers (determined as at such date)
to (ii) Consolidated EBITDA (for the Four-Quarter Period ending on (or most recently ended prior
to) such date).



     “Consolidated Net Income” means, for any period ending on the date of computation
thereof with respect to SEI and its Subsidiaries on a consolidated basis, net income of SEI and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.



     “Consolidated Senior Secured Indebtedness” means, as of any date of determination, all
Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or
property of SEI or any of its Subsidiaries.



     “Consolidated Senior Secured Leverage Ratio” means, as of the date of computation
thereof with respect to SEI and its Subsidiaries, the ratio of (i) Consolidated Senior Secured
Indebtedness (determined as at such date) to (ii) Consolidated EBITDA (for the Four-Quarter Period
ending on (or most recently ended prior to) such date).



12









 





     “Continuing Director” means, individually or collectively as the context may indicate,
as of any date of determination, any member of the board of directors of SEI who:




     (i) was a member of the board of directors of SEI on the Closing Date; or




     (ii) was nominated for election or elected to the board of directors of SEI with the
approval of a majority of the Continuing Directors who were members of the board of
directors of SEI at the time of such nomination or election.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Cost of Acquisition” means, with respect to any Acquisition, as of the date of
entering into any agreement therefor, the sum of the following (without duplication): (i) the
amount of any cash and fair market value of other property (excluding the value of any capital
stock, warrants or options to acquire capital stock of SEI or any Subsidiary to be transferred in
connection therewith) given as consideration, (ii) the amount (determined by using the face amount
or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or
acquired by SEI or any Subsidiary in connection with such Acquisition, (iii) all additional
purchase price amounts in the form of earnouts and other contingent obligations that should be
recorded on the financial statements of SEI and its Subsidiaries in accordance with GAAP, (iv) all
amounts paid in respect of covenants not to compete, consulting agreements that should be recorded
on financial statements of SEI and its Subsidiaries in accordance with GAAP, and other affiliated
contracts in connection with such Acquisition, (v) the aggregate fair market value of all other
consideration given by SEI or any Subsidiary in connection with such Acquisition, and (vi) out of
pocket transaction costs for the services and expenses of attorneys, accountants and other
consultants incurred as of the date of determination in effecting such transaction, and other
similar transaction costs so incurred.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “De Minimis Disposition” means a Disposition of a Subsidiary (whether by Disposition
of Equity Interests or of all or substantially all of the assets of such Subsidiary) that owns only
property with an aggregate fair market value of less than $700,000.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Deemed Cost of Acquisition Amount” has the meaning specified in the definition of
Aggregate Discretionary Basket.



13









 





     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Excess” has the meaning specified in Section 10.14.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate
applicable to Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2%
per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum; provided that in each case the Default Rate shall be computed using the Applicable Rate at Pricing
Level 3 as set forth in the definition of Applicable Rate.



     “Defaulted Loan” has the meaning specified in Section 10.14.



     “Defaulted Payment” has the meaning specified in Section 10.14.



     “Defaulting Lender” has the meaning specified in Section 10.14.



     “Direct Foreign Subsidiary” means each Subsidiary, other than a Domestic Subsidiary or
an Excluded Subsidiary, a majority of whose Voting Securities are owned by SEI or a Domestic
Subsidiary; provided that notwithstanding the foregoing, the Excluded PR Subsidiaries shall
not constitute Direct Foreign Subsidiaries for the purposes of Section 6.19.



     “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.



     “Distress Event” has the meaning specified in Section 10.14.



     “Distressed Person” has the meaning specified in Section 10.14.



     “Dollar” and “$” mean lawful money of the United States.



     “Domestic Subsidiary” means any Subsidiary of SEI organized under the laws of the
United States, any state or territory thereof (other than Puerto Rico) or the District of Columbia,
except the Excluded Subsidiaries.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be
required under Section 10.06(b)(iii)).



     “Eligible Securities” means the following obligations and any other obligations
previously approved in writing by the Administrative Agent:




     (a) Government Securities;



14









 






     (b) obligations of any corporation organized under the laws of any state of the United
States payable in the United States, expressed to mature not later than 180 days following
the date of issuance thereof and rated A or A-2 or better by S&P or Moody’s; and




     (c) non-interest bearing demand deposits and interest bearing demand or time deposits
or certificates of deposit maturing within one year from the date of issuance, in each case
either issued by a Lender or by a commercial bank or trust company organized
under the laws of the United States or of any state thereof having capital surplus and
undivided profits aggregating at least $500,000,000 and being rated “A” or better by S&P or
“A” or better by Moody’s.



     “Employee Benefit Plan” means (i) any employee benefit plan, including any Pension
Plan, within the meaning of Section 3(3) of ERISA which (A) is maintained for employees of SEI or
any of its ERISA Affiliates, or any Subsidiary or is assumed by SEI or any of its ERISA Affiliates,
or any Subsidiary in connection with any Acquisition or (B) has at any time been maintained for the
employees of SEI, any current or former ERISA Affiliate, or any Subsidiary and (ii) any plan,
arrangement, understanding or scheme maintained by SEI or any Subsidiary that provides retirement,
deferred compensation, employee or retiree medical or life insurance, severance benefits or any
other benefit covering any employee or former employee and which is administered under any Foreign
Benefit Law or regulated by any Governmental Authority other than the United States.



     “Environmental Laws” means any Federal, state or local statute, law, ordinance, code,
rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability
or standards of conduct concerning, any environmental matters or conditions, environmental
protection or conservation, including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization
Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic
Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended;
together with all regulations promulgated thereunder, and any other “Superfund” or “Superlien” law.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or



15









 







options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Event” means: (i) a “Reportable Event” described in Section 4043 of ERISA and
the regulations issued thereunder (unless the notice requirement has been waived by applicable
regulation) with respect to a Pension Plan; or (ii) the withdrawal of SEI or any ERISA Affiliate
from a Pension Plan during a plan year in which it was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA; or (iii) the
termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; or (iv) the
institution of proceedings to terminate a Pension Plan by the PBGC; or (v) any other event or
condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; or (vi) the partial or complete
withdrawal of SEI or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition of a
Lien with respect to a Pension Plan pursuant to Section 412 of the Code or Section 302 of ERISA; or
(viii) any event or condition which results in the reorganization or insolvency of a Multiemployer
Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or condition
which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by the PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of
ERISA; or (x) any event or condition with respect to any Employee Benefit Plan which is regulated
by any Foreign Benefit Law that results in the termination of such Employee Benefit Plan or the
revocation of such Employee Benefit Plan’s authority to operate under the applicable Foreign
Benefit Law.



     “Eurodollar Rate” means,




     (a) with respect to each Eurodollar Rate Loan, for any Interest Period with respect to
a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association
LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available
source providing quotations of BBA LIBOR as designated by the Administrative Agent from time
to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is
not available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first
day of such Interest Period in same day funds in the approximate amount of the Eurodollar
Rate Loan being made, continued or converted by Bank of America and with a term equivalent
to such Interest Period would be offered by Bank of America’s London



16









 







Branch to major banks
in the London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time) two London Banking Days prior to the commencement of such Interest Period.




     (b) for any interest calculation with respect to a Base Rate Loan, the rate per annum
equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time two Business Days prior to
the date of determination (provided that if such day is not a Business Day, the next
preceding Business Day) for Dollar deposits being delivered in the London interbank market
for a term of one month commencing that day or (ii) if such published rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be
the rate at which deposits in dollars for delivery on the date of determination in same day
funds in the approximate amount of the Base Rate Loan being made or maintained by Bank of
America and with a term equal to one month would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their request at the date
and time of determination.



     “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause
(a) of the definition of “Eurodollar Rate.”



     “Event of Default” has the meaning specified in Section 8.01.



     “Excluded PR Subsidiaries” means each of the PR Borrowers and Simplicity Plan of
Puerto Rico, a Puerto Rican civil partnership.



     “Excluded Subsidiaries” means each of the following Subsidiaries of SEI: (a)
Investors Trust, Inc., a Texas corporation, (b) West Lawn Cemetery, a Nebraska corporation, (c) so
long as it is inactive and remains administratively dissolved, Fine Finishes, Inc., a North
Carolina corporation, and (d) so long as it is inactive and remains administratively dissolved,
Taylor M. Simpson Co., a North Carolina corporation.



     “Excluded Taxes” means, with respect to the Administrative Agent, the Collateral
Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account
of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by
the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup
withholding tax that is required by the Code to be withheld from amounts payable to a Lender that
has failed to comply with clause (A) of Section 3.01(e)(ii), and (d) in the case of a
Foreign Lender (other than an assignee pursuant to a request by SEI under Section 10.13),
any United States withholding tax that (i) is required to be imposed on amounts payable to such
Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto
(or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or
inability (other than as a result of a Change in Law) to comply with clause (B) of
Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional



17









 







amounts from a Borrower with respect to such withholding tax pursuant to Section
3.01(a)(ii) or (iii).



     “Executive Officer” means, with respect to SEI, any of its Chief Executive Officer,
President, Chief Financial Officer or Treasurer.



     “Existing Agreement” has the meaning specified in the recitals to this Agreement.



     “Existing Closing Date” means November 19, 2004, the date of closing of the Existing
Agreement.



     “Existing Letters of Credit” means the Letters of Credit listed on Schedule
1.02(a).



     “Facility Termination Date” means such date as all of the following shall have
occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been fully,
finally and irrevocably paid and satisfied (other than (x) contingent indemnification obligations
and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge
Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge
Bank have been made), and (c) all Letters of Credit have terminated or expired (other than Letters
of Credit as to which other arrangements with respect thereto satisfactory to the Administrative
Agent and the L/C Issuer shall have been made).



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



     “Fee Letter” means the letter agreement, dated April 24, 2009, among SEI, the
Administrative Agent and the Arranger.



     “Florida Bond Obligation” means, at any date of measurement thereof, the sum, without
duplication, of (a) the amount required to be bonded by SEI or any of its Subsidiaries and (b) the
amount of other credit support required to be provided by SEI or any its Subsidiaries, in each case
in connection with certain trust conversions by SEI or its Subsidiaries in the State of Florida.



     “Foreign Benefit Law” means any applicable statute, law, ordinance, code, rule,
regulation, order or decree of any foreign nation or any province, state, territory, protectorate
or other political subdivision thereof regulating, relating to, or imposing liability or standards
of conduct concerning, any Employee Benefit Plan.



18









 





     “Foreign Cash Equivalents” means the following obligations and any other obligations
previously approved in writing by the Administrative Agent:




     (a) the official currency of Australia, Belgium, Canada, France, Germany, Mexico, the
Netherlands, New Zealand, Spain and the United Kingdom;




     (b) securities issued or directly and fully guaranteed or insured by the government of
any of Australia, Belgium, Canada (including any province thereof), France, Germany, Mexico,
the Netherlands, New Zealand, Spain or the United Kingdom or any agency or instrumentality
of any of the foregoing (provided that the full faith and credit of the relevant
jurisdiction is pledged in support thereof), and in each case having maturities of not more
than six months from the date of acquisition;




     (c) certificates of deposit, time deposits and money market deposits with maturities of
six months or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding six months and overnight bank deposits, in each case with any commercial bank or
trust company organized in a country listed in clause (a) above and having capital and
surplus in excess of $500,000,000 (or its foreign currency equivalent);




     (d) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (b) and (c) above entered into with any
financial institution meeting the qualifications specified in clause (c) above;




     (e) money market funds at least 95% of the assets of which constitute Foreign Cash
Equivalents of the kinds described in clauses (a) through (d) of this definition; and




     (f) any other security owned on the Closing Date by any Subsidiary of SEI that is not a
Domestic Subsidiary.



     “Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction
other than that in which SEI is resident for tax purposes (including such Lender when acting in its
capacity as L/C Issuer). For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single jurisdiction.



     “Four-Quarter Period” means a period of four full consecutive fiscal quarters of SEI
and its Subsidiaries, taken together as one accounting period.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fronting Exposure” means (i) with respect to the L/C Issuer, the Applicable
Percentage (determined without giving effect to the last sentence of the definition thereof) of L/C
Obligations of the applicable Defaulting Lender(s) other than such of those L/C Obligations as to
which Cash Collateral or other credit support acceptable to the L/C Issuer shall have been provided
in accordance with Sections 2.03 and 2.18, and (ii) with respect to the Swing Line
Lender, the Applicable Percentage (determined without giving effect to the last sentence of the
definition thereof) of Swing Line Loans of the applicable Defaulting Lender(s) other than such
of



19









 







those Swing Line Loans as to which Cash Collateral or other credit support acceptable to the
Swing Line Lender shall have been provided in accordance with Sections 2.04 and
2.18.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



     “Funerarias” has the meaning given such term in the preamble hereto.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Government Securities” means direct obligations of, or obligations the timely payment
of principal and interest on which are fully and unconditionally guaranteed by, the United States
or any agency or instrumentality thereof so long as such obligations are rated A or A-2 or better
by S&P and Moody’s, respectively.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Granting Lender” has the meaning specified in Section 10.06(h).



     “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether
or not such Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount
of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the



20









 







related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if
not stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning. The term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business.



     “Guarantors” means, at any date, collectively or individually as the context may
indicate, the SEI Guarantors, the PR Guarantors, and any other Subsidiary of SEI that is required
to be party to a Guaranty at such date (including by execution of a Guaranty Joinder Agreement).



     “Guaranty” means the Amended and Restated Guaranty Agreement dated as of the Closing
Date among the Guarantors and the Administrative Agent, substantially in the form of Exhibit
H, as supplemented from time to time by the execution and delivery of any Guaranty Joinder
Agreement pursuant to Section 6.19.



     “Guaranty Joinder Agreement” means each Guaranty Joinder Agreement, substantially in
the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the Lender
pursuant to Section 6.19.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Hedge Bank” means any Person that, at the time it enters into a Swap Contract
permitted under Article VII, is a Lender or an Affiliate of a Lender, in its capacity as a
party to such Swap Contract.



     “Impact Period” has the meaning specified in Section 10.14.



     “Impacted Lender” has the meaning specified in Section 10.14.



     “Incremental Facility Amendment” has the meaning set forth in Section 2.14.



     “Incremental Revolving Commitment” has the meaning set forth in Section 2.14.



     “Incremental Term Facility” has the meaning set forth in Section 2.14.



     “Incremental Term Lender” means a Lender with an outstanding Incremental Term Loan.



     “Incremental Term Loan” means a Loan made pursuant to an Incremental Term Facility.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



21









 






     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);




     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




     (f) Capital Leases and Synthetic Lease Obligations;




     (g) all obligations of such Person in respect of any Equity Interest in such Person or
any other Person, which by its terms or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, in each case except such
obligations that are payable (whether on the happening of any event or otherwise) not
earlier than the date that is six months after the Maturity Date (other than customary and
usual put rights or repurchase or redemption obligations arising as a result of a change in
control (so long as such change in control provision is not more restrictive than the Change
of Control provided herein)), valued, in the case of a redeemable preferred interest, at the
greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends;




     (h) all Non-Compete Liabilities; and




     (i) all Guarantees of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof
as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



22









 





     “Indemnitees” means the Administrative Agent (and any sub-agent thereof), the
Collateral Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related
Party of any of the foregoing Persons.



     “Information” has the meaning specified in Section 10.07.



     “Intellectual Property Security Agreement” means, collectively or individually as the
context may indicate, (i) the Amended and Restated Intellectual Property Security Agreement dated
as of the Closing Date by SEI and the SEI Guarantors to the Collateral Agent, substantially in the
form of Exhibit I, as supplemented from time to time by the execution and delivery of
Intellectual Property Security Joinder Agreements pursuant to Section 6.19, (ii) the
Assignment of Patents, Trademarks and Copyrights dated as of the Original Closing Date by SEI and
the SEI Guarantors to the Collateral Agent, and (iii) any additional Assignment of Patents,
Trademarks and Copyrights delivered to the Collateral Agent after the Closing Date pursuant to
Section 6.19 or otherwise.



     “Intellectual Property Security Agreement Supplement” means, with respect to each
Intellectual Property Security Agreement, the Intellectual Property Security Agreement Supplement
in the form affixed as an Exhibit to such Intellectual Property Security Agreement.



     “Intellectual Property Security Joinder Agreement” means each Security Joinder
Agreement, substantially in the form thereof attached to the Intellectual Property Security
Agreement, executed and delivered by an SEI Guarantor or any other Person to the Administrative
Agent pursuant to Section 6.19.



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each fiscal quarter of SEI and the Maturity Date.



     “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan
and ending on the date one, two, three or six months thereafter, as selected by SEI in its
Committed Loan Notice or such other period that is twelve months or less requested by the Borrowers
and consented to by all the Lenders; provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day;




     (ii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and



23









 






     (iii) no Interest Period shall extend beyond the Maturity Date.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of covenant compliance,
the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
any Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of
Credit.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “LC Account Agreement” means the LC Account Agreement dated as of the Original Closing
Date between SEI and the Administrative Agent.



     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Percentage.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder.



24









 





     “L/C Obligations” means, as at any date of determination and without duplication, the
aggregate amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.08. For all purposes of this Agreement, if on
any date of determination a Letter of Credit has expired by its terms but any amount may still be
drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify SEI and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder and shall
include the Existing Letters of Credit.



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(i).



     “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $30,000,000 and
(b) the Aggregate Commitments. The Letter of Credit Sublimit is part of, and not in addition to,
the Aggregate Commitments.



     “Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential
arrangement in the nature of (including deposit arrangements structured to provide) a security
interest of any kind or nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real property, and any
financing lease having substantially the same economic effect as any of the foregoing).



     “Loan” means an extension of credit by a Lender to a Borrower under Article II
in the form of a Committed Loan or a Swing Line Loan (including in each case, pursuant to an
Incremental Revolving Commitment) or pursuant to an Incremental Term Facility.



     “Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee
Letter, any Incremental Facility Amendment, the Guaranty (including each Guaranty Joinder
Agreement), the LC Account Agreement and each Security Instrument and all other instruments and
documents heretofore or hereafter executed or delivered to or in favor of any Lender



25









 







(including the
L/C Issuer) or the Administrative Agent or the Collateral Agent in connection with the Loans made
and transactions contemplated under this Agreement.



     “Loan Parties” means, collectively, each Borrower, each Guarantor and each other
Person providing Collateral pursuant to any Security Instrument.



     “London Banking Day” means any day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market



     “Material Adverse Effect” means a material adverse effect on (i) the business, assets,
liabilities (actual or contingent), properties, operations, prospects or condition, financial or
otherwise, of SEI and its Subsidiaries, taken as a whole, or in the facts and information regarding
such entities as represented to date, (ii) the ability of either SEI or the Loan Parties, taken as
a whole, to pay or perform the obligations, liabilities and indebtedness under the Loan Documents
as such payment or performance becomes due in accordance with the terms thereof, or (iii) the
rights, powers and remedies of the Administrative Agent, the Collateral Agent or any Lender under
any Loan Document or the validity, legality or enforceability thereof.



     “Maturity Date” means June 2, 2012; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding Business Day.



     “Maximum Permitted Time” means (a) with respect to Section 6.01(a)(i), the
latest date for the delivery of annual financial statements on Form 10-K (or other applicable form)
pursuant to the rules of the SEC in effect at such time, including any applicable grace period for
which no special application to the SEC is required, (b) with respect to Section
6.01(b)(i), the latest date for the delivery of quarterly financial statements on Form 10-Q (or
other applicable form) pursuant to the rules of the SEC in effect at such time, including any
applicable grace period for which no special application to the SEC is required, and (c) with
respect to Compliance Certificates, 15 days after the required date of delivery of the financial
statements described in Section 6.01(a)(i) or Section 6.01(b)(i), as applicable.



     “Maximum Restricted Payment Amount” means, as measured at the time of any Restricted
Payment permitted by Section 7.09, the sum of $30,000,000 in each fiscal year of SEI
(without carrying forward any unused amounts in one fiscal year to any later fiscal year)
plus the
Additional Restricted Payment Amount in effect on such date (if positive), it being understood
that the first amounts used each fiscal year will be the annual $30,000,000 limit and the
Additional Restricted Payment Amount will only be utilized after such annual amount is exhausted
for such fiscal year.



     “Maximum Specified Additional Debt Amount” means, as of any date of determination
thereof, (a) $450,000,000 minus (b) the maximum aggregate principal amount of the
Refinancing Indebtedness that have been issued prior to, or are to be issued on, such date,
minus (c) the maximum aggregate principal amount by which the Aggregate Commitments have
been increased prior to, or are to be increased on, such date (including as a result of creating a
new term loan facility) pursuant to Section 2.14, it being understood that the aggregate
principal amount of the Refinancing Indebtedness and the amount of any increase in the Aggregate



26









 







Commitments pursuant to Section 2.14 shall not in any case exceed $450,000,000 whether
occurring consecutively or simultaneously.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Net Proceeds” (a) from any public or private offering of any debt or equity security
means cash payments received by SEI or any Subsidiary therefrom as and when received, net of all
legal, accounting, banking and underwriting fees and expenses, commissions, discounts and other
issuance expenses incurred in connection therewith (but excluding any transaction fees or expenses
paid to SEI or any of its Affiliates) and all taxes required to be paid or accrued as a consequence
of such issuance; and (b) from any Asset Disposition by SEI or any of its Subsidiaries means the
Adjusted Disposition Proceeds therefrom minus all amounts utilized by the Borrowers prior
to the date of determination of the “Net Proceeds” from such Asset Disposition to purchase other
assets, make Capital Expenditures and otherwise reinvest in the business of SEI and its
Subsidiaries, in each case in a manner permitted by this Agreement.



     “Non-Compete Liabilities” means all liabilities of SEI or its Subsidiaries to the
extent such liabilities arise directly from non-compete obligations of SEI or a Subsidiary.



     “Note” means a promissory note made by one or more of the Borrowers in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.



     “Operating Cash Flow” means, for any period of measurement thereof, the amount of “Net
Cash Provided by Operating Activities” as that term is used in the Form 10-K filed by SEI with the
SEC for the fiscal year ended October 31, 2008, or such similar term as may from time to time be
reflected on the cash flow statement of SEI and its Subsidiaries conveying substantially the same
information as provided by the term “Net Cash Provided by Operating Activities” in such October 31,
2008 Form 10-K.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint



27









 







venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Original Agreement” has the meaning specified in the recitals to this Agreement.



     “Original Closing Date” means June 29, 2001, the date of closing of the Original
Agreement.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Outstanding Amount” means (a) with respect to Committed Loans and Swing Line Loans on
any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be,
occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such
L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date
and any other changes in the aggregate amount of the L/C Obligations as of such date, including as
a result of any reimbursements by the Borrowers of Unreimbursed Amounts.



     “Participant” has the meaning specified in Section 10.06(d).



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “PCAOB” means the Public Company Accounting and Oversight Board.



     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.



     “Permitted Indebtedness” means any Indebtedness permitted to be incurred, created or
assumed, or permitted to exist, pursuant to Section 7.05.



     “Permitted Liens” means any Liens permitted to be incurred, created or assumed, or
permitted to exist, pursuant to Section 7.04(a), (b), (c), (f),
(g) or (h).



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




28











 





     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate.



     “Pledge Agreement” means, collectively or individually as the context may indicate,
(i) that certain Amended and Restated Securities Pledge Agreement dated as of the Closing Date
between SEI, certain Domestic Subsidiaries and the Collateral Agent, substantially in the form of
Exhibit K, as supplemented from time to time by the execution and delivery of Pledge
Joinder Agreements or Pledge Agreement Supplements pursuant the terms of any Loan Document, and
(ii) if applicable, with respect to any Subsidiary Securities issued by a Direct Foreign
Subsidiary, any additional or substitute charge, agreement, document, instrument or conveyance, in
form and substance acceptable to the Administrative Agent, conferring under applicable foreign law
upon the Collateral Agent for the benefit of the Senior Secured Parties a Lien upon such Subsidiary
Securities as are owned by SEI or any Domestic Subsidiary.



     “Pledge Agreement Supplement” means, with respect to each Pledge Agreement, the Pledge
Agreement Supplement in the form affixed as an Exhibit to such Pledge Agreement.



     “Pledge Joinder Agreement” means a Pledge Joinder Agreement, substantially in the form
thereof attached to the Pledge Agreement, executed and delivered by a Guarantor to the Collateral
Agent pursuant to Section 6.19.



     “Pledged Interests” means the Subsidiary Securities pledged or required to be pledged
as Collateral pursuant to the terms of this Agreement or any Pledge Agreement.



     “PR Borrowers” has the meaning given such term in the preamble hereto.



     “PR Borrowing Limit” means, with respect to the PR Borrowers, $10,000,000.



     “PR Downstream Limit” means, at any time of measurement thereof, (a) the sum of (i)
$10,000,000 plus (ii) any and all amounts from time to time paid by the PR Borrowers to SEI
or any SEI Guarantor in the form of cash dividends or other cash distributions in respect of SEI’s
direct or indirect ownership interests in the PR Borrowers plus (iii) cash amounts, not to
exceed $29,000,000 in the aggregate, from time to time received by SEI or any SEI Guarantor,
directly or indirectly, from the PR Borrowers in respect of intercompany Indebtedness owing from
the PR Borrowers, directly or indirectly, to SEI or any SEI Guarantor on the Closing Date,
minus (b) the aggregate amount of the calculation in (a) above that has been or is being
utilized at such time pursuant to Sections 7.05(g)(vi), 7.06(g)(v) and
7.07(e)(iv).



     “PR Guarantors” means, individually or collectively as the context may indicate, each
PR Subsidiary as of the Closing Date, and each other PR Subsidiary delivering a Guaranty from time
to time pursuant to Section 6.19 hereof.



     “PR Subsidiary” means, individually or collectively as the context may indicate, any
Subsidiary of either Cementerios or Funerarias organized under the laws of Puerto Rico.



     “Public Lender” has the meaning specified in Section 6.01.



29









 





     “Refinancing Indebtedness” means unsecured senior notes, unsecured senior subordinated
notes or other unsecured Indebtedness of SEI issued for the purpose of refinancing the Senior
Indenture Notes where (a) the earliest maturity (including any “put” option of the holders thereof,
other than customary and usual put rights or repurchase obligations arising as a result of a change
in control (so long as such change in control provision is not more restrictive than the Change of
Control provided herein) and customary and usual obligations requiring repurchase with the proceeds
of asset sales in the event such proceeds are not used or required to be used to reinvest or pay
down senior indebtedness) of any such notes or other Indebtedness is not earlier than the date that
is six months after the Maturity Date, (b) such notes or other Indebtedness shall not in any way
limit the ability of SEI or any of its Subsidiaries to grant a Lien on any of their respective real
property as security for the Obligations, (c) such notes or other Indebtedness may be Guaranteed by
the SEI Guarantors, and (d) either (i) the issuance thereof satisfies the requirements of
Section 7.05(i) or of Section 7.05(j) (in addition to the requirements of
Section 7.05(h)), or (ii) the terms thereof are otherwise satisfactory to the
Administrative Agent in its reasonable discretion.



     “Register” has the meaning specified in Section 10.06(c).



     “Registrar” means, with respect to any Subsidiary Securities, any Person authorized or
obligated to maintain records of the registration of ownership or transfer of ownership of
interests in such Subsidiary Securities, and in the event no such Person shall have been expressly
designated by the related Subsidiary, shall mean (i) as to any corporation or limited liability
company, its Secretary (or comparable official), and (ii) as to any partnership, its general
partner (or managing general partner if one shall have been appointed).



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Request for Credit Extension” means (a) with respect to a Committed Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a
Swing Line Loan Notice.



     “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the sum of (i) the Aggregate Commitments or, if the commitment of each Lender to
make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total
Outstandings (with the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for
purposes of this definition) and (ii) the aggregate outstanding principal amount of
Incremental Term Loans after giving effect to any borrowings and prepayments or repayments of
Incremental Term Loans occurring on such date; provided that the Commitment of, and the
portion of the Total Outstandings (and, in the case of any Incremental Term Facility, the portion
of the



30









 







outstanding principal amount of Incremental Term Loans) held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



     “Responsible Officer” means the chief executive officer, president, or any vice
president of a Loan Party or, with respect to financial matters, the chief financial officer,
treasurer, chief accounting officer or assistant treasurer thereof, or any other Person authorized
by the Board of Directors of a Loan Party (or the appropriate committee thereof) as an Responsible
Officer thereof, as set forth from time to time in a certificate in the form of Exhibit F.
Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Loan Party.



     “Restricted Payment” means (a) any dividend or other distribution, direct or indirect,
on account of any shares of any Equity Interests of SEI or any Subsidiary Securities of its
Subsidiaries (other than those payable or distributable solely to SEI or a Subsidiary of SEI) now
or hereafter outstanding, except a dividend payable solely in shares of a class of stock or other
equity interests to the holders of that class; (b) any redemption, conversion, exchange, retirement
or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity
Interests of SEI or any Subsidiary Securities of its Subsidiaries (other than those payable or
distributable solely to SEI or any SEI Guarantor) now or hereafter outstanding; (c) any payment
(other than those payable solely in shares of a class of stock or other equity interests) made to
retire, or to obtain the surrender of, any Equity Interests of SEI or any Subsidiary Securities of
its Subsidiaries now or hereafter outstanding; (d) any issuance and sale of Subsidiary Securities
of any SEI Guarantor other than (x) to SEI or another SEI Guarantor, or (y) in connection with any
Disposition of the issuer thereof permitted hereby; and (e) any issuance and sale of Subsidiary
Securities of any Subsidiary of SEI other than an SEI Guarantor other than (x) to another
Subsidiary of SEI other than an SEI Guarantor, or (y) in connection with any Disposition of the
issuer thereof permitted hereby.



     “Revolving Credit Facility” means the revolving credit facility described in
Sections 2.01 through 2.04 providing for Loans to the Borrowers, and for the
avoidance of doubt, shall include any increase thereof pursuant to any Incremental Revolving
Commitment.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Secured Cash Management Agreement” means any Cash Management Agreement that is
entered into by and between any Loan Party and any Cash Management Bank.



     “Secured Hedge Agreement” means any Swap Contract permitted under Article VII
that is entered into by and between any Loan Party and any Hedge Bank.



31









 





     “Security Agreement” means that certain Amended and Restated Security Agreement dated
as of the Closing Date among SEI, the SEI Guarantors and the Collateral Agent, substantially in the
form of Exhibit J, as supplemented from time to time by the execution and delivery of
Security Joinder Agreements pursuant to Section 6.19.



     “Security Joinder Agreement” means each Security Joinder Agreement, substantially in
the form thereof attached to the Security Agreement, executed and delivered by an SEI Guarantor or
any other Person to the Administrative Agent pursuant to Section 6.19.



     “Security Instruments” means, collectively, the Pledge Agreement (including any Pledge
Joinder Agreements and any Pledge Agreement Supplements), the Security Agreement (including any
Security Joinder Agreements), the Intellectual Property Security Agreement (including any
Intellectual Property Security Joinder Agreements), and all other agreements (including control
agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant
to which SEI or any Subsidiary or other Person shall grant or convey to the Collateral Agent,
Administrative Agent or any Senior Secured Party a Lien in, or any other Person shall acknowledge
any such Lien in, property as security for all or any portion of the Obligations or any other
obligation under any Loan Document, as any of them may be amended, modified or supplemented from
time to time.



     “SEI” has the meaning given such term in the preamble hereto.



     “SEI Guarantors” means, individually or collectively as the context may indicate, each
Domestic Subsidiary of SEI as of the Closing Date, other than the Excluded Subsidiaries, and each
other Domestic Subsidiary of SEI delivering a Guaranty from time to time pursuant to Section
6.19 hereof.



     “Seller Financed Indebtedness” means the Indebtedness of SEI and its Subsidiaries
outstanding on the Closing Date (a) that is owing to third parties, (b) that was incurred or
assumed in connection with the acquisition of assets (including stock) prior to May 10, 2001, and
(c) the maximum principal amount of which is not in excess of $100,000.



     “Senior Indentures” means (i) the Senior 2005 (6.250%) Indenture, (ii) the Senior 2007
(3.125%) Indenture and (iii) the Senior 2007 (3.375%) Indenture.



     “Senior Indenture Notes” means (i) the Senior 2005 (6.250%) Notes, (ii) the Senior
2007 Convertible (3.125%) Notes and (iii) the Senior 2007 Convertible (3.375%) Notes.



     “Senior 2005 (6.250%) Indenture” means that certain Indenture by and between SEI and
U.S. Bank National Association, as trustee, dated as of February 11, 2005 providing for the
issuance of the Senior 2005 (6.250%) Notes.



     “Senior 2005 (6.250%) Notes” means those certain unsecured notes of SEI issued
pursuant to the Senior 2005 (6.250%) Indenture in the initial principal amount of $200,000,000.



     “Senior 2007 (3.125%) Indenture” means that certain Indenture by and between SEI and
U.S. Bank National Association, as trustee, dated as of June 27, 2007 providing for the issuance of
the Senior 2007 Convertible (3.125%) Notes.



32









 





     “Senior 2007 Convertible (3.125%) Notes” means those certain unsecured notes of SEI
issued pursuant to the Senior 2007 (3.125%) Indenture in the initial principal amount of
$125,000,000.



     “Senior 2007 (3.375%) Indenture” means that certain Indenture by and between SEI and
U.S. Bank National Association, as trustee, dated as of June 27, 2007 providing for the issuance of
the Senior 2007 Convertible (3.375%) Notes.



     “Senior 2007 Convertible (3.375%) Notes” means those certain unsecured notes of SEI
issued pursuant to the Senior 2007 (3.375%) Indenture in the initial principal amount of
$125,000,000.



     “Senior Secured Parties” means, collectively, the Administrative Agent, the Collateral
Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or
sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant
to Section 9.05.



     “Solvent” means, when used with respect to any Person, that at the time of
determination:




     (a) the fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities, including,
without duplication, contingent obligations; and




     (b) it is then able and expects to be able to pay its debts as they mature; and




     (c) it has capital sufficient to carry on its business as conducted and as proposed to
be conducted.



     “SPC” has the meaning specified in Section 10.06(h).



     “Stewart Parties” means, individually or collectively as the context may indicate, (a)
any family member of Frank B. Stewart, Jr., or (b) any trust, the beneficiary, owner or Person
beneficially holding an 80% or more controlling interest of which consists of Frank B. Stewart, Jr.
and/or such other Persons referred to in the immediately preceding clause (a).



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of SEI.



     “Subsidiary Securities” means the Equity Interests in any Subsidiary, whether or not
constituting a “security” under Article 8 of the Uniform Commercial Code as in effect in any
jurisdiction.



33









 





     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement; provided that no phantom stock or
similar plan providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the SEI or its Subsidiaries shall be a Swap
Contract.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



     “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a).



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



34









 





     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.



     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     “Unencumbered Domestic Liquid Assets” means, at any time, cash, Eligible Securities
and readily marketable securities, in each case not subject to any Lien (other than any Lien of a
type permitted by Section 7.04(a), (b) or (c)(iii)) or held in any trust
(including any cemetery perpetual care trust), then held by SEI or the SEI Guarantors that would be
reflected on a consolidated balance sheet of SEI and the SEI Guarantors at such time.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Voting Securities” means Equity Interests issued by a Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.



     1.03 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:




     (a) The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein or in any
other Loan Document), including in each case as supplemented by any Pledge Agreement
Supplement or Intellectual Property Security Agreement Supplement, as applicable, (ii) any
reference herein to any Person shall be construed to include such Person’s successors and
assigns, (iii) the words “herein,” “hereof” and “hereunder,” and
words of similar import when used in any Loan Document, shall be construed to refer to such
Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending replacing or interpreting such
law and any



35









 







reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.




     (b) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and
“until” each mean “to but excluding;” and the word “through” means
“to and including.”




     (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or
any other Loan Document.



     1.04 Accounting Adjustments. With respect to any Asset Disposition in excess of $1,000,000 by
SEI or any of its Subsidiaries permitted under Section 7.06(c) or (f) that is a
Material Asset Disposition or any Material Acquisition consummated on or after the Closing Date and
prior to the Facility Termination Date that is permitted hereby, the following shall apply:



     (a) For each of the four Four-Quarter Periods ending next following the date of each Asset
Disposition by SEI or any of its Subsidiaries permitted under Section 7.06(c) or
(f),




     (i) to the extent GAAP, applied on a consistent basis, does not so provide,
Consolidated EBITDA (and the components thereof) shall exclude the results of operations of
the Person or assets so disposed of on a historical pro forma basis as if such disposition
had been consummated on the first day of such Four-Quarter Period; and




     (ii) to the extent GAAP, applied on a consistent basis, does not so provide,
Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A)
eliminate interest expense accrued during such period on any Indebtedness permanently repaid
with the proceeds of, or disposed of in connection with, such Asset Disposition and (B)
include interest expense on any Indebtedness (including Indebtedness hereunder) incurred,
acquired or assumed in connection with such Asset Disposition (“Incremental Disposition
Debt”) calculated (x) as if all such Incremental Disposition Debt has been incurred as
of the first day of such Four-Quarter Period and (y) at the following interest rates: (I)
for all periods subsequent to the date of the Asset Disposition and for Incremental
Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the
date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II)
for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal
to the rate of interest actually applicable to such Incremental Disposition Debt hereunder
or under other financing documents applicable thereto, as the case may be.



     (b) For each of the four Four-Quarter Periods ending next following the date of each
Acquisition,



36









 






     (i) to the extent GAAP, applied on a consistent basis, does not so provide,
Consolidated EBITDA (and the components thereof) shall include the results of operations of
the Person or assets so acquired on a historical pro forma basis as if such acquisition had
been consummated on the first day of such Four-Quarter Period; and




     (ii) to the extent GAAP, applied on a consistent basis, does not so provide,
Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A)
eliminate interest expense accrued during such period on any Indebtedness repaid in
connection with such Acquisition and (B) include interest expense on any Indebtedness
(including Indebtedness hereunder) incurred, acquired or assumed in connection with such
Acquisition (“Incremental Acquisition Debt”) calculated (x) as if all such
Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter
Period and (y) at the following interest rates: (I) for all periods subsequent to the date
of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the
Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest
applicable thereto, and (II) for all periods prior to the actual incurrence of such
Incremental Acquisition Debt, equal to the rate of interest actually applicable to such
Incremental Acquisition Debt hereunder or under other financing documents applicable
thereto, as the case may be.



     (c) As used in this Section 1.04, “Material Asset Disposition” means an Asset
Disposition that yields gross proceeds in excess of $1,000,000; and “Material Acquisition”
means an Acquisition that involves consideration in excess of $1,000,000.



     1.05 Accounting Terms. (a) Generally. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements, except as otherwise specifically prescribed herein.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either SEI or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP; provided that (i) the Borrowers’ obligations under this
Section 1.05(b) are expressly limited to such good faith negotiations and the Borrowers
shall have no obligation to enter into any such amendment to the extent the Borrowers have acted in
good faith as provided herein but have been unable to reach agreement with the Administrative Agent
and the Lenders on the substance of any such amendment, and (ii) any such amendment shall be
subject to the approval of the Required Lenders; provided, further, that unless and
until so amended, (A) such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (B) SEI shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



37









 





     (c) In the event of any fiscal year change permitted by the proviso to Section 7.12,
the periods set forth in Section 7.01(a) and (c) shall be automatically adjusted to
reflect the last day of the applicable corresponding revised fiscal year end date.



     1.06 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to
this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



     1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any Issuer Documents related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a “Committed Loan”) to one or more of the
Borrowers (subject to the PR Borrowing Limit) from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii)
the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations (giving effect to any
adjustments therein effected under the last sentence of the definition of “Applicable Percentage”),
plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment (giving effect to any adjustments therein effected under
the last sentence of the definition of “Applicable Percentage”), and (iii) the Total Outstandings
owing by the PR Borrowers shall not exceed the PR Borrowing Limit. Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.



     2.02 Borrowings, Conversions and Continuations of Committed Loans.



     (a) Each Committed Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon SEI’s irrevocable



38









 







notice to the
Administrative Agent, which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date
of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of
any Committed Borrowing of Base Rate Committed Loans; provided, however, that if
the Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two,
three or six months in duration as provided in the definition of “Interest Period”, the applicable
notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days
prior to the requested date of such Committed Borrowing, conversion or continuation, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request and determine whether
the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three
Business Days before the requested date of such Committed Borrowing, conversion or continuation,
the Administrative Agent shall notify SEI (which notice may be by telephone) whether or not the
requested Interest Period has been consented to by all the Lenders. Each telephonic notice by SEI
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of SEI (unless such Committed Loan Notice is being delivered by the Swing Line
Lender pursuant to Section 2.04(c) or by the Administrative Agent on behalf of the L/C
Issuer pursuant to Section 2.03(c)(i)); provided that the lack of such prompt
confirmation shall not affect the conclusiveness or binding
effect of such telephonic notice. Each Committed Borrowing of, conversion to or continuation
of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c),
each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan
Notice (whether telephonic or written) shall specify (i) whether SEI is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the
Interest Period with respect thereto and (vi) if applicable, the identity of the Borrower or
Borrowers to whom such Committed Borrowing is to be made or existing Committed Loan converted or
continued. If SEI fails to specify a Type of Committed Loan in a Committed Loan Notice or if SEI
fails to give a timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as or converted to Base Rate Loans. Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurodollar Rate Loans. If SEI requests a Committed Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one
month.



     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans,
and if no timely notice of a conversion or continuation is provided by SEI, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans
described in the preceding subsection. In the case of a Committed Borrowing, each



39









 







Lender shall
make the amount of its Committed Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received available to the
applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of the applicable Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by SEI; provided, that if, on the
date the Committed Loan Notice with respect to such Committed Borrowing is given by SEI, there are
L/C Borrowings outstanding, then the proceeds of such Committed Borrowing shall be applied, first,
to the payment in full of any such L/C Borrowings, and second, shall be made available to the
applicable Borrower as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the
existence of a Default, no Loan may be requested as, converted into or continued as a
Eurodollar Rate Loan without the consent of the Required Lenders.



     (d) The Administrative Agent shall promptly notify SEI and the Lenders of the interest rate
applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest
rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify SEI
and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate
promptly following the public announcement of such change.



     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans as the same Type, there shall not
be more than fifteen (15) Interest Periods in effect with respect to Loans; provided that,
in the event the Aggregate Commitments are increased by at least $25,000,000 pursuant to
Section 2.14 then the number of Interest Periods in effect with respect to the Loans
permitted under this subsection shall be increased to twenty (20).



     2.03 Letters of Credit.



     (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from
time to time on any Business Day during the period from the Closing Date until the Letter of
Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and to
amend Letters of Credit previously issued by it, in accordance with subsection (b) below,
and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree
to participate in Letters of Credit issued for the account of the Borrowers and any drawings
thereunder; provided that after giving effect to any L/C Credit Extension with
respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the Aggregate
Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such Lender’s Applicable Percentage of the



40









 







Outstanding Amount of all L/C
Obligations (giving effect to any adjustments therein effected under the last sentence of
the definition of “Applicable Percentage”), plus such Lender’s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment
(giving effect to any adjustments therein effected under the last sentence of the definition
of “Applicable Percentage”), (y) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit, and (z) the Total Outstandings of the PR Borrowers
shall not exceed the PR Borrowing Limit. Each request by SEI, whether for itself or any
other Borrower, for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrowers that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence. Within the foregoing limits,
and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired or that have
been
drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been
issued pursuant hereto, and from and after the Closing Date shall be subject to and governed
by the terms hereof.




     (ii) The L/C Issuer shall not issue any Letter of Credit, if:




     (A) the expiry date of such requested Letter of Credit would occur more than
twelve months after the date of issuance, unless the Required Lenders have approved
such expiry date; or




     (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date.




     (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material
to it;




     (B) the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer;



41









 






     (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is in an initial stated amount less than $500,000;




     (D) such Letter of Credit is to be denominated in a currency other than
Dollars;




     (E) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or




     (F) any Lender is at such time a Defaulting Lender or an Impacted Lender,
unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer
(in its sole discretion) with the Borrowers or such Lender to eliminate the L/C
Issuer’s actual or potential Fronting Exposure with respect to such Lender
as to either the Letter of Credit then proposed to be issued or such Letter of
Credit and all other L/C Obligations as to which the L/C Issuer has such actual or
potential risk, as it may elect in its sole and absolute discretion. In the event
that the L/C Issuer requires pursuant to this Section 2.03(a)(iii)(F) that,
as a condition to the issuance of any Letter of Credit, a Defaulting Lender or
Impacted Lender, or the Borrowers, enter into arrangements for the provision of
sufficient Cash Collateral or other credit support acceptable to the L/C Issuer to
eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to any
such Lender, then the provisions of Section 2.18 shall apply to such Cash
Collateral and other credit support.




     (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.




     (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included the L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to the L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of SEI, whether on behalf of itself or any other Borrower, delivered to the L/C
Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of SEI. Such



42









 







Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent
not later than 11:00 a.m. at least two Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in their sole
discretion) prior to the proposed issuance date or date of amendment, as the case may be.
In the case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary
in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may
require. In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require. Additionally, SEI, on behalf of itself or any
other Borrower, as the case may be, shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.




     (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from SEI, on behalf of itself
or any other Borrower, as the case may be, and, if not, the L/C Issuer will provide the
Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice
from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior
to the requested date of issuance or amendment of the applicable Letter of Credit, that one
or more applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested
date, issue a Letter of Credit for the account of the applicable Borrower or enter into the
applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount
equal to the product of such Lender’s Applicable Percentage times the amount of such
Letter of Credit.




     (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to SEI and the Administrative Agent a true and complete copy of
such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.



     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify SEI, on behalf of itself



43









 







or
any other applicable Borrower, and the Administrative Agent thereof. Not later than 11:00
a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date,
an “Honor Date”), the Borrowers shall reimburse the L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing. If the Borrowers
fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly
notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage
thereof. In such event, SEI, on behalf of itself or any other applicable
Borrower, shall be deemed to have requested a Committed Borrowing of Base Rate Loans to
be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.03 for the principal amount of
Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02 (other than the delivery of
a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent
pursuant to this Section 2.03(c)(i) may be given by telephone if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.




     (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available (including for this purpose the application of available Cash Collateral and
other credit support provided for this purpose pursuant to Section 2.03(a)(iii)(F))
to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s
Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later
than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Base Rate Committed Loan to SEI, on
behalf of itself or any other applicable Borrower, in such amount. The Administrative Agent
shall remit the funds so received to the L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, SEI or the other applicable Borrower
shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.




     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be
solely for the account of the L/C Issuer.




     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by



44









 







this Section
2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, any Borrower or any other Person for any
reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans
pursuant to
this Section 2.03(c) is subject to the conditions set forth in Section
4.02 (other than delivery by SEI of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of SEI or any other applicable
Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.




     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C
Issuer shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate
determined by the L/C Issuer in accordance with banking industry practice on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the
L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest
and fees as aforesaid), the amount so paid (other than interest and fees paid as aforesaid)
shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing
or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to
any amounts owing under this clause (vi) shall be conclusive absent manifest error.



     (d) Repayment of Participations.




     (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.04(c), if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from SEI, any other applicable Borrower or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s L/C Advance was outstanding) in the same funds as those received
by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative



45









 







Agent for the account of the L/C Issuer its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the Federal
Funds
Rate from time to time in effect. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.



     (e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any
Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement
or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Borrower or any Subsidiary.



     SEI, on behalf of itself or any other applicable Borrower, shall promptly examine a copy of
each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with SEI’s instructions or other irregularity, SEI will immediately notify
the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against
the L/C Issuer and its correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and each of the Borrowers agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain
any document (other than any sight draft, certificates and documents expressly required by the



46









 







Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document. None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the Lenders or the Required
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or
willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby
assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended
to, and shall not, preclude any Borrower pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.03(e); provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers
which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason.



     (g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and SEI
when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of
Credit), the rules of the ISP shall apply to each Letter of Credit.



     (h) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
times the daily maximum amount available to be drawn under such Letter of Credit;
provided, however, any Letter of Credit Fees otherwise payable for the account of a
Defaulting Lender or Impacted Lender with respect to any Letter of Credit as to which such
Defaulting Lender or Impacted Lender has not provided Cash Collateral or other credit support
arrangements satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable
during the applicable Impact Period, to the maximum extent permitted by applicable law, (i) to the
other Lenders to the extent of the upward adjustments in their respective Applicable Percentages
allocable to such Letter of Credit and (ii) the balance of such fee, if any, to of for the account
of the L/C Issuer. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.08. Letter of
Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the
last Business Day of each fiscal quarter of SEI, commencing with the first such date to occur after
the issuance of



47









 







such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. If there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the request of the
Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.



     (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily
amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears, and
due and payable on the last Business Day of each fiscal quarter of SEI, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.08. In addition, the Borrowers shall pay directly to the L/C Issuer for its
own account the customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable on demand and are
nonrefundable.



     (j) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     2.04 Swing Line Loans.



     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender may, in reliance upon the agreements of the other Lenders set forth in this Section
2.04, in its sole and absolute discretion, make loans (each such loan, a “Swing Line
Loan”) to the Borrowers (subject to the PR Borrowing Limit) from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the
amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s
Commitment; provided, that after giving effect to any Swing Line Loan, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the
Outstanding Amount of Committed Loans and Swing Line Loans owing by the PR Borrowers shall not
exceed the applicable PR Borrowing Limit; and provided, further, that no Borrower
shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing
Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof,
the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation
in such



48









 







Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage
times the amount of such Swing Line Loan.



     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon SEI’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a
Business Day, and (iii) the Borrower to whom such Swing Line Loan is to be made (subject to the
applicable PR Borrowing Limit). Each such telephonic notice must be confirmed promptly by delivery
to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of SEI. Promptly after receipt by the
Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative Agent has also
received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or
more of the applicable conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the applicable Borrower.



     (c) Refinancing of Swing Line Loans.




     (i) The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line
Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an
amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed
to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for
the principal amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Commitments, the PR Borrowing Limit and the conditions set forth in Section
4.02. The Swing Line Lender shall furnish the applicable Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount
specified in such Committed
Loan Notice available (including for this purpose Cash Collateral and other credit
support available with respect to the applicable Swing Line Loan provided pursuant to
Section 2.04(c)(v)) to the Administrative Agent in immediately available funds for
the account of the Swing Line Lender at the Administrative Agent’s Office not later than
1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to
have made a



49









 







Base Rate Committed Loan to the applicable Borrower in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the
account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed
payment in respect of such participation.




     (iii) If any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with
banking industry rules on interbank compensation, plus any administrative processing or
similar fees customarily charged by the Swing Line Lender in connection with the foregoing.
If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid
(other than interest and fees paid as aforesaid) shall constitute such Lender’s Committed
Loan included in the relevant Committed Borrowing or funded participation in the relevant
Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.




     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, a Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02 and the PR Borrowing Limit. No
such funding of risk participations shall relieve or otherwise impair the obligation of
the Borrowers to repay Swing Line Loans, together with interest as provided herein.




     (v) In the event that the Swing Line Lender, in the exercise of its discretion,
requires that, as a condition to the making of any Swing Line Loan, a Defaulting Lender or
Impacted Lender, or the Borrowers, at such Person’s option, enter into arrangements
satisfactory to the Swing Line Lender for the provision of sufficient Cash Collateral or
other credit support acceptable to the Swing Lien Lender, to eliminate the Swing Lien



50









 







Lender’s actual or potential Fronting Exposure with respect to any such Lender, then the
provisions of Section 2.18 shall apply.



     (d) Repayment of Participations.




     (i) At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line
Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s risk participation was funded) in the same funds as those
received by the Swing Line Lender.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay
to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the applicable Borrowers for interest on the Swing Line Loans. Until
each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section
2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.



     (f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     2.05 Prepayments.



     (a) Each Borrower may, upon notice by SEI to the Administrative Agent, at any time or from
time to time voluntarily prepay Committed Loans in whole or in part without premium
or penalty; provided that (i) such notice must be received by the Administrative Agent
not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid.
The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender’s Applicable Percentage of such prepayment. If such



51









 







notice is given
by SEI on behalf of itself or another Borrower, the applicable Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on
the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Subject to Section 10.14, each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.



     (b) Each Borrower may, upon notice by SEI to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in
whole or in part without premium or penalty; provided that (i) such notice must be received
by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each
such notice shall specify the date and amount of such prepayment. If such notice is given by SEI,
the applicable Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein.



     (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then
in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations, as SEI shall select, in an aggregate amount equal to such excess; provided,
however, that no Borrower shall be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total
Outstandings exceed the Aggregate Commitments then in effect.



     2.06 Termination or Reduction of Commitments. The Borrowers may, upon notice by SEI to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments (including, as determined by SEI, the PR Borrowing Limit);
provided that (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000
in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if,
after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the PR Borrowing
Limit exceeds the amount of the Aggregate
Commitments, such sublimit or PR Borrowing Limit shall be automatically reduced by the amount
of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.



     2.07 Repayment of Loans.



     (a) The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Committed Loans outstanding on such date. 




52











 





     (b) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date
that is 10 Business Days after the advance of such Swing Line Loan and (ii) the Maturity Date.



     2.08 Interest.



     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii)
each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate.




(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by any Borrower under any
Loan Document is not paid when due (after giving effect to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding Obligations
hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



     2.09 Fees. In addition to certain fees described in subsections (i) and (j) of Section
2.04:



     (a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the
Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed



53









 







the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of
L/C Obligations, subject to adjustment as provided in Section 10.14. For purposes of
clarification, the parties hereto acknowledge that the Outstanding Amount of Swing Line Loans shall
not be considered a component of clause (i) of the determination of such commitment fee. The
commitment fee shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article IV is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each fiscal quarter of SEI, commencing
with the first such date to occur after the Closing Date, and on the Maturity Date. The commitment
fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate
during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.




(b) Other Fees. (i) The Borrowers shall pay to the Arranger and the Administrative
Agent for their own respective accounts fees in the amounts and at the times specified in
the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for
any reason whatsoever.




     (ii) The Borrowers shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.



     2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All other computations of fees and interest shall be made on the basis of
a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan
for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for
the day on which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.



     2.11 Evidence of Debt.



     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Borrowers shall execute and deliver to such Lender



54









 







(through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in
addition to such accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect
thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing
Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



     2.12 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by the Borrowers shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be.




(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Committed Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with Section
2.02 and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Committed Borrowing available to the Administrative Agent, then the
applicable Lender and the applicable Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available funds with
interest thereon, for each day from and including the date such amount is made available to
the applicable Borrower to but excluding the date of payment to the Administrative Agent, at
(A) in the case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative processing or similar fees
customarily charged by the Administrative Agent in connection with the foregoing, and (B) in
the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate



55









 







Loans. If the applicable Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the applicable Borrower the amount of such interest paid by such Borrower
for such period. If such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan
included in such Committed Borrowing. Any payment by any Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have failed to
make such payment to the Administrative Agent.




     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from SEI or another Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders,
or any of them, or the L/C Issuer hereunder that the applicable Borrower will not make such
payment, the Administrative Agent may assume that the applicable Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the applicable Lenders or the L/C Issuer, as the case may be, the amount due.
In such event, if the applicable Borrower has not in fact made such payment, then each of
the applicable Lenders or the L/C Issuer, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender or the
L/C Issuer, in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation.



     A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the applicable
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender
to make any Committed Loan, to fund any such participation or to make any payment under Section
10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, purchase its participation or make its payment under
Section 10.04(c).



     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any



56









 







Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans
held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Committed Loans and other amounts owing them,
provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of any Borrower pursuant to and in accordance with the express terms of
this Agreement (including the application of funds arising from the existence of a
Defaulting Lender or an Impacted Lender), (y) the application of collateral or other credit
support (and proceeds thereof) in respect of obligations relating to Letters of Credit and
Swing Line Loans (including related Lender participation obligations) provided for in
Sections 2.03, 2.04, 2.05, 2.18 and 8.02(c), or (z)
any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than to SEI or any Subsidiary thereof (as
to which the provisions of this Section shall apply).



     Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



     2.14 Increase in Commitments. SEI may at any time and from time to time, by delivery to the
Administrative Agent of a written notice signed by a Responsible Officer of SEI (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of
a new tranche of term loans (an “Incremental Term Facility”) or an increase in the
Aggregate Commitments (an “Incremental Revolving Commitment”) or a combination thereof;
provided that at the time of any such request and upon the effectiveness of the Incremental
Facility Amendment referred to below, (i) no Default or Event of Default shall exist, and (ii) SEI
shall be in pro forma compliance with the financial covenants set forth in



57









 







Section 7.01 (as demonstrated in a Compliance Certificate executed by a Responsible
Officer of SEI). Each Incremental Term Facility or Incremental Revolving Commitment shall be in an
aggregate principal amount not less than $15,000,000 (or such lesser amount as may be acceptable to
the Administrative Agent), and the aggregate principal amount of all such Incremental Term
Facilities and Incremental Revolving Commitments shall not exceed $30,000,000. Each Incremental
Term Facility (a) shall rank pari passu or junior in right of payment and of
security with the Loans (and any such Incremental Term Facility which is junior in right of payment
shall have customary second lien, subordination, standstill and other provisions reasonably
acceptable to the Administrative Agent), (b) shall not mature earlier than the Maturity Date, (c)
shall have a weighted average life and contain terms as to prepayments and amortization that are
acceptable to the Administrative Agent and, in the event of any such Incremental Term Facility
greater than $25,000,000, have pricing acceptable to the Administrative Agent, and (d) shall not
contain additional or different covenants or financial covenants which are more restrictive in any
material respect than the covenants in the Loan Documents at the time of the incurrence of such
Incremental Term Facility unless either such covenants benefit all of the Lenders or are otherwise
consented to by the Administrative Agent. Any such notice shall set forth the amount and terms of
the relevant Incremental Term Facility or Incremental Revolving Commitment requested by SEI and to
be agreed by any Lenders or Additional Lenders (as herein defined) under such Incremental Term
Facility or providing such Incremental Revolving Commitment. SEI may arrange for one or more banks
or other financial institutions or, in the case of an Incremental Term Facility, institutional
investors, each of which shall be reasonably satisfactory to the Administrative Agent and, with
respect only to Incremental Revolving Commitments, the Swing Line Lender and the L/C Issuer (any
such bank or other financial institution being called an “Additional Lender”), to extend
commitments under the Incremental Term Facility or provide a portion of the Incremental Revolving
Commitment, and each existing Lender shall be afforded an opportunity, but shall not be required,
to provide a portion of any such Incremental Term Facility or provide a portion of such Incremental
Revolving Commitment. Commitments in respect of any Incremental Term Facility or any Incremental
Revolving Commitment shall become Commitments under this Agreement, and each Additional Lender
shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the
Borrowers, each existing Lender agreeing to provide such Commitment, if any, each Additional
Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, without the
consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
to the extent (but only to the extent) necessary to effect the provisions of this Section. The
effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the
date thereof of each of the conditions set forth in Section 4.02 (it being understood that
all references to “date of the applicable Credit Extension” in such Section 4.02 shall be
deemed to refer to the effective date of such Incremental Facility Amendment). The proceeds of any
Incremental Term Facility or any Incremental Revolving Commitment will be used for working capital,
capital expenditures and other general corporate purposes not in contravention of any Law or of any
Loan Document, other than for the call of, or tender for, all or substantially all of the Senior
Indenture Notes permitted by Section 7.17(a). No Incremental Revolving Commitment shall
increase the sublimit for Letters of Credit or Swing Line Loans without the consent of the L/C
Issuer or the Swing



58









 







Line Lender, as applicable. This Section shall supersede any provisions in Sections
2.13 or 10.01 to the contrary.



     2.15 Joint and Several Borrowers.



     (a) Notwithstanding any other provision of this Agreement, except as hereinafter provided,
each Borrower shall be jointly and severally liable as primary obligor and not merely as surety for
repayment of all Obligations of any PR Borrower arising under the Loan Documents. Such joint and
several liability shall apply to each Borrower regardless of whether (i) any Loan was only
requested on behalf of or made to another Borrower or the proceeds of any Loan were used only by
another Borrower, (ii) any interest rate election was made only on behalf of another Borrower, or
(iii) any indemnification obligation or any other obligation arose only as a result of the actions
of another Borrower; provided the liability of each of the PR Borrowers under this
Agreement, the Notes and the other Loan Documents shall be limited to the Obligations of the PR
Borrowers. Each Borrower shall retain any right of contribution arising under applicable law
against the other Borrowers as the result of the satisfaction of any Obligations; provided,
such rights are hereby fully subordinated in all respects to the payment in full of the
Obligations, no Borrower shall assert such right of contribution against any other Borrower until
93 days after the Facility Termination Date, and each Borrower shall hold in trust and separate
from its other property any funds or other property received on account of any such right of
contribution and pay the same over to the Administrative Agent for application to the Obligations
until payment in full of the Obligations.



     (b) Without limiting the foregoing provisions of this Section 2.15, SEI hereby
irrevocably, absolutely and unconditionally guarantees the full and punctual payment or performance
when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all Obligations of each of the PR Borrowers, whether owing to the Administrative
Agent, the Collateral Agent, any Lender or any other Senior Secured Party. This guarantee
constitutes a guaranty of payment and not of collection.



     (c) Without limiting the foregoing provisions of this Section 2.15, each PR Borrower
hereby irrevocably, absolutely and unconditionally guarantees the full and punctual payment or
performance when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Obligations of the other PR Borrower, whether owing to
the Administrative Agent, the Collateral Agent, any Lender or any other Senior Secured Party. This
guarantee constitutes a guaranty of payment and not of collection.



     (d) It is the intention of the parties that with respect to each Borrower, its obligations
under Sections 2.15(a), (b) and (c) shall be absolute, unconditional and
irrevocable irrespective of:




     (i) any lack of validity, legality or enforceability of this Agreement, any Note, or
any other Loan Document as to any other Borrowers;




     (ii) the failure of the Administrative Agent, the Collateral Agent or any Lender:



59









 






     (A) to enforce any right or remedy against any other Borrower or any other
Person under the provisions of this Agreement, any Note, any other Loan Document or
otherwise, or




     (B) to exercise any right or remedy against any guarantor of, or Collateral
securing, any Obligations;




     (iii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Obligations, or any other extension, compromise or renewal of any
Obligations with respect to any other Borrower;




     (iv) any reduction, limitation, impairment or termination of any Obligations with
respect to any other Borrower or any other Person for any reason including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to (and each
Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise or unenforceability of, or any other event or
occurrence affecting, any Obligations with respect to any other Borrower;




     (v) any addition, exchange, release, surrender or nonperfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to departure from, any
guaranty, held by the Administrative Agent, the Collateral Agent, any Lender or any holder
of any Note securing any of the Obligations; or




     (vi) any other circumstance which might otherwise constitute a defense available to, or
a legal or equitable discharge of, any other Borrower, any surety or any guarantor.



     (e) Each Borrower agrees that its joint and several liability hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of
any of the Obligations is rescinded or must be restored by the Administrative Agent, the Collateral
Agent, any Lender or any holder of any Note, upon the insolvency, bankruptcy or reorganization of
any other Borrower as though such payment had not been made.



     (f) Each Borrower hereby expressly waives: (i) notice of the Lenders’ acceptance of this
Agreement; (ii) notice of the existence or creation or non-payment of all or any of the
Obligations; (iii) notice of the release of any Borrower; (iv) presentment, demand, notice of
dishonor, protest, and all other notices whatsoever other than notices expressly provided for in
this Agreement or by applicable law; and (v) all diligence in collection or protection of or
realization upon the Obligations or any thereof, any obligation hereunder, or any security for or
guaranty of any of the foregoing.



     (g) No delay on the part of the Administrative Agent, the Collateral Agent or any Lender in
the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Administrative Agent, the Collateral Agent or any Lender of any right or remedy
shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
No action of the Administrative Agent, the Collateral Agent or any Lender permitted



60









 







hereunder shall in any way affect or impair any of their rights or any of their obligations to
any of the Borrowers under this Agreement (except as otherwise waived, modified, or amended).



     (h) Until the Facility Termination Date, SEI hereby unconditionally subordinates all present
and future debts, liabilities or obligations now or hereafter owing to SEI (i) of any of the PR
Borrowers, to the payment in full of any Obligations of the PR Borrowers, (ii) of each Guarantor,
to the payment in full of the obligations of each such Guarantor under this Agreement or any of the
Loan Documents, and (iii) of each other Person now or hereafter constituting a Loan Party, to the
payment in full of the obligations of such Loan Party under this Agreement or any of the Loan
Documents. All amounts due under such subordinated debts, liabilities or obligations shall, upon
the occurrence and during the continuance of an Event of Default, be collected and, upon the
request of the Administrative Agent, be paid over forthwith to the Administrative Agent for the
benefit of the Administrative Agent, the Collateral Agent and the Lenders on account of the
Obligations or such other obligations, as applicable, and, after such request and pending such
payment, shall be held by SEI as agent and bailee of the Administrative Agent, the Collateral Agent
and the Lenders separate and apart from all other funds, property and accounts of SEI.



     2.16 SEI as Borrowing Agent. Because the operations and business activities of the Borrowers
are highly integrated and interdependent, at any particular time it is in the mutual best interest
of the Administrative Agent, the Lenders and the Borrowers for SEI, through one or more of its
Responsible Officers, to deliver all Requests for Credit Extension and all other such notices, and
to take all other action of a Responsible Officer in this Agreement or in any other Loan Document,
whether on behalf of SEI or any other Borrower, and to determine which of the Borrowers will
directly receive the proceeds of a Loan (subject to the PR Borrowing Limit). Each of the Borrowers
hereby directs the Administrative Agent to disburse the proceeds of each Loan as directed by SEI
through a Responsible Officer (such directions to be subject to approval of the Administrative
Agent in its discretion), and such distribution will, in all circumstances, be deemed to be made to
the Borrower to which such proceeds are directed (subject to the PR Borrowing Limit). Each
Borrower hereby irrevocably designates, appoints, authorizes and directs SEI (including each
Responsible Officer of SEI) to act on behalf of such Borrower for the purposes set forth in this
Section 2.16, and to act on behalf of such Borrower for purposes of giving notice to the
Administrative Agent of requests for Borrowings, conversions, continuations and for otherwise
giving and receiving notices and certifications under this Agreement or any other Loan Document and
otherwise for taking all other action contemplated to be taken by SEI (including each Responsible
Officer of SEI) hereunder or under any other Loan Document. Each Borrower further appoints SEI as
its agent for any service of process. The Administrative Agent is entitled to rely and act on the
instructions of SEI, by and through any Responsible Officer, on behalf of each Borrower. Without
limiting the provisions of Section 10.04, each Borrower covenants and agrees to assume
liability for and to protect, indemnify and hold harmless the Administrative Agent, the Collateral
Agent, the Lenders, the L/C Issuer and the Swing Line Lender from any and all liabilities,
obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including
without limitation, reasonable attorneys’ fees), which may be incurred by, imposed or asserted
against the Administrative Agent, the Collateral Agent, any Lender, the L/C Issuer or the Swing
Line Lender, howsoever arising or incurred because of, out of or in connection with the
disbursements of Loans and Credit Extensions in accordance with this Section 2.16;
provided, that the liability of the Borrowers pursuant to this indemnity shall not



61









 







extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or
expense of any Person determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of the Administrative
Agent, the Collateral Agent, any Lender, the L/C Issuer or the Swing Line Lender. SEI shall
maintain detailed accounting and records of all disbursements and payments made to each Borrower
with respect to proceeds of Loans. Not in any way in limitation of any other provisions set forth
herein, such books and records may be reviewed and copied by the Administrative Agent at SEI’s
expense at reasonable intervals and upon reasonable notice given by the Administrative Agent to
SEI.



     2.17 Removal of PR Borrowers. At any time and provided that no Default shall have occurred
and be continuing, upon at least two (2) Business Days’ written notice from SEI (effective upon
receipt) to the Administrative Agent prior to 11:00 a.m., which notice shall be irrevocable and
shall be in the form of Exhibit G hereto, SEI and the PR Borrowers may elect to remove the
PR Borrowers as Borrowers hereunder, so long as (a) such removal is of both PR Borrowers
simultaneously and (b) SEI shall expressly acknowledge and assume all Obligations of the PR
Borrowers outstanding at such time as primary obligor, and shall reaffirm its obligation for all
Obligations. From and after the effective date of such election, as specified in such notice in
accordance with the terms of this Section 2.17, (i) the PR Borrowers shall have no further
rights or privileges as Borrowers hereunder, (ii) the PR Borrowers shall have no further liability
for the payment of any amounts required to be paid by the PR Borrowers as borrowers hereunder or
under the Notes, (iii) each Responsible Officer shall without further action serve solely as the
representative of SEI for all purposes of the Loan Documents, and (iv) all references in the Loan
Documents to permitted, required or prohibited conduct of the “Borrowers” or the “PR Borrowers”
from and after such effective date shall be deemed to refer solely to SEI; provided, that
no such termination of the PR Borrowers’ status as Borrowers shall reduce or impair any obligation
or liability of the PR Borrowers arising as a result of (x) any representation, warranty or
certification made by or on behalf of either of them prior to or on such effective date under or
pursuant to any of the Loan Documents, (y) any representation, warranty, acknowledgement or other
undertaking of either of them contained in the election notice described above, or (z) any
indemnification obligations under Section 2.16 or 10.04 or otherwise arising from
or relating to any conduct of the PR Borrowers prior to such effective date, including the
application of any proceeds of Loans.



     2.18 Cash Collateral and Other Credit Support.



     (a) Certain Credit Support Events; Grant of Security Interest. Upon the request of
the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the
Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the
Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations. In addition, (i) Sections 2.05(c) and 8.02(c) set forth certain
additional requirements to deliver Cash Collateral hereunder, (ii) Section 2.03(a)(iii)(F)
contemplates the delivery of Cash Collateral or other credit support in certain circumstances to
support the issuance of Letters of Credit, and (iii) pursuant to Section 2.04, the Swing
Lender may in its discretion request Cash Collateral or other credit support in connection with the
issuance of Swing Line Loans. Each Borrower, and to the extent provided by any Lender, such
Lender,



62









 







hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the
Collateral Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), a security
interest in all such cash, deposit accounts and all balances therein, and all other property
provided as collateral pursuant to Section 2.03, Section 2.04, Section
2.05(c) and Section 8.02(c), and all proceeds of the foregoing. Cash Collateral shall
be maintained in blocked, non-interest bearing deposit accounts at Bank of America. For the
avoidance of doubt, to the extent that any other Person may have a claim, by virtue of an
intercreditor arrangement, tag-along right or any other term in any other document or instrument,
to share in any Cash Collateral or other credit support provided pursuant to any of the
aforementioned sections of this Agreement, the L/C Issuer, Swing Line Lender, Administrative Agent
or the Collateral Agent, as applicable, may take such provisions into account in determining
whether Cash Collateral or other credit support is satisfactory.



     (b) Application. Notwithstanding anything to the contrary contained in this Agreement,
(i) Cash Collateral or other credit support (and proceeds thereof) provided by any Defaulting
Lender or Impacted Lender pursuant to Section 2.03 or 2.04 to support the
obligations of such Lender in respect of Letters of Credit or Swing Line Loans shall be held and
applied, first, to fund the L/C Advances of such Lender, such Lender’s funding of participations in
Swing Line Loans, or such Lender’s Applicable Percentage of Base Rate Committed Loans used to repay
L/C Borrowings, L/C Advances or Swing Line Loans with respect to which such collateral or other
credit support was provided, as applicable, and, second, to fund (x) the L/C Advances of such
Lender, such Lender’s funding of participations in Swing Line Loans, or such Lender’s Applicable
Percentage of Base Rate Committed Loans used to repay L/C Borrowings, L/C Advances or Swing Line
Loans, as applicable, and (y) any interest accrued for the benefit of the L/C Issuer or Swing Line
Lender pursuant to Sections 2.03(c)(vi) and 2.04(c)(iii) allocable to such Lender,
and (ii) Cash Collateral and other credit support (and proceeds thereof) otherwise provided by or
on behalf of any Loan Party under Section 2.03, 2.04, 2.05(c) or
8.02(c) to support L/C Obligations shall be held and applied, first, to the satisfaction of
the specific L/C Obligations, Swing Line Loans or obligations to fund participations therein of the
applicable Defaulting Lender or Impacted Lender for which the Cash Collateral or other credit
support was so provided and, second, if remedies under Section 8.02 shall have been
exercised, to the application of such collateral or other credit support (or proceeds thereof) to
any other Obligations in accordance with Section 8.03.



     (c) Release. Cash Collateral and other credit support provided under Sections
2.03 or 2.04 in connection with any Lender’s status as a Defaulting Lender or an
Impacted Lender shall be released (except as the L/C Issuer, Swing Line Lender and the Person
providing such collateral or other credit support may agree otherwise (as applicable)) promptly
following the earlier to occur of (A) the termination of such Lender’s status as a Defaulting
Lender or Impacted Lender or (B) following the L/C Issuer’s or Swing Line Lender’s (as applicable)
good faith determination that there remain outstanding no L/C Obligations or Swing Line Loans, as
applicable, as to which it has actual or potential Fronting Exposure in relation to such Lender as
to which it desires to maintain Cash Collateral or other credit support; subject, however, to the
additional condition that, as to any such collateral or other credit support provided by or on
behalf of a Loan Party, no Default or Event of Default shall then have occurred and be continuing..



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ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.




     (i) Any and all payments by or on account of any obligation of the Borrowers hereunder
or under any other Loan Document shall be made free and clear of and without reduction or
withholding for any Taxes. If, however, applicable Laws require any Borrower or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted
in accordance with such Laws as determined by such Borrower or the Administrative Agent, as
the case may be, upon the basis of the information and documentation to be delivered
pursuant to subsection (e) below.




     (ii) If any Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the Borrowers shall be increased as necessary so that after any required
withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, the Collateral Agent,
any Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such withholding or deduction been made..



     (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.



     (c) Tax Indemnifications.




     (i) Without limiting the provisions of subsection (a) or (b) above, each Borrower
shall, and each Borrower does hereby, indemnify the Administrative Agent, the Collateral
Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10
days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) withheld or deducted by any Borrower or the
Administrative Agent or paid by the Administrative Agent, the Collateral Agent, such Lender
or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of any such payment or



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liability delivered to SEI by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer, shall be conclusive absent manifest error.




     (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and
the L/C Issuer shall, and does hereby, indemnify the Borrowers, the Administrative Agent and
the Collateral Agent, and shall make payment in respect thereof within 10 days after demand
therefor, against any and all Taxes and any and all related losses, claims, liabilities,
penalties, interest and expenses (including the fees, charges and disbursements of any
counsel for the Borrowers or the Administrative Agent) incurred by or asserted against any
Borrower or the Administrative Agent by any Governmental Authority as a result of the
failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of
the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by
such Lender or the L/C Issuer, as the case may be, to SEI or the Administrative Agent
pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the
Administrative Agent and the Collateral Agent to set off and apply any and all amounts at
any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or
any other Loan Document against any amount due to the Administrative Agent under this clause
(ii). The agreements in this clause (ii) shall survive the resignation and/or replacement
of the Administrative Agent or the Collateral Agent, any assignment of rights by, or the
replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all other Obligations.



     (d) Evidence of Payments. Upon request by SEI or the Administrative Agent, as the
case may be, after any payment of Taxes by any Borrower or by the Administrative Agent to a
Governmental Authority as provided in this Section 3.01, SEI shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to SEI, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to SEI or the Administrative Agent, as the case may be.



     (e) Status of Lenders; Tax Documentation.




     (i) Each Lender shall deliver to SEI and to the Administrative Agent, at the time or
times prescribed by applicable Laws or when reasonably requested by SEI or the
Administrative Agent, such properly completed and executed documentation prescribed by
applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrowers or the Administrative Agent, as the case
may be, to determine (A) whether or not payments made hereunder or under any other Loan
Document are subject to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction
of, applicable Taxes in respect of all payments to be made to such Lender by the Borrowers
pursuant to this Agreement or otherwise to establish such Lender’s status for withholding
tax purposes in the applicable jurisdiction.



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     (ii) Without limiting the generality of the foregoing, if any Borrower is resident for
tax purposes in the United States:




     (A) Any Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to SEI and the Administrative Agent executed
originals of Internal Revenue Service Form W-9 or such other documentation or
information prescribed by applicable Laws or reasonably requested by SEI or the
Administrative Agent as will enable the Borrowers or the Administrative Agent, as
the case may be, to determine whether or not such Lender is subject to backup
withholding or information reporting requirements; and




     (B) Each Foreign Lender that is entitled under the Code or any applicable
treaty to an exemption from or reduction of withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to SEI and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of SEI or
the Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:




     (I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States
is a party,




     (II) executed originals of Internal Revenue Service Form W-8ECI,




     (III) executed originals of Internal Revenue Service Form W-8IMY and
all required supporting documentation,




     (IV) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue
Service Form W-8BEN, or




     (V) executed originals of any other form prescribed by applicable Laws
as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as
may be prescribed by applicable Laws to permit SEI or the Administrative
Agent to determine the withholding or deduction required to be made.



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     (iii) Each Lender shall promptly (A) notify SEI and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or
reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws of any
jurisdiction that SEI or the Administrative Agent make any withholding or deduction for
taxes from amounts payable to such Lender.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent or the Collateral Agent have any obligation to file for or otherwise
pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the
L/C Issuer, any refund of Taxes withheld or deducted from the funds paid for the account of such
Lender or the L/C Issuer, as the case may be. If the Administrative Agent, the Collateral Agent,
any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of
any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which
a Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the
applicable Borrower an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by such Borrower under this Section 3.01 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by
the Administrative Agent, the Collateral Agent, such Lender or the L/C Issuer, as the case may be,
and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund), provided that such Borrower, upon the request of the
Administrative Agent, the Collateral Agent, such Lender or the L/C Issuer, agrees to repay the
amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, the Collateral Agent, such Lender or
the L/C Issuer in the event the Administrative Agent, the Collateral Agent, such Lender or the L/C
Issuer is required to repay such refund to such Governmental Authority. This subsection shall not
be construed to require the Administrative Agent, the Collateral Agent, any Lender or the L/C
Issuer to make available its tax returns (or any other information relating to its taxes that it
deems confidential) to any Borrower or any other Person.



     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or
to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender
to SEI through the Administrative Agent, any obligation of such Lender (x) to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans, and (y) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon
the Eurodollar Rate, to make or maintain Base Rate Loans the interest rate on which is determined
by reference to the Eurodollar Rate component of the Base Rate, shall be suspended until such
Lender notifies the Administrative Agent and SEI that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, (x) each Borrower shall, upon demand
to SEI from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate



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Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate
component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice
asserts the illegality of such Lender determining or charging interest rates based upon the
Eurodollar Rate, the Administrative Agent, upon receipt of the copy of the demand made by SEI to
such Lender, shall during the period of such suspension compute the Base Rate applicable to such
Lender without reference to the Eurodollar Rate component thereof. Upon any such prepayment or
conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.
Each Lender represents and warrants that as of the Closing Date there is no basis for such Lender
to invoke the provisions of this Section 3.02.



     3.03 Inability to Determine Rates. If the Required Lenders determine after the Closing Date
that for any reason in connection with any request for a Eurodollar Rate Loan, a Base Rate Loan
that bears interest at the Eurodollar Rate or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate
Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Loan, the Administrative Agent will promptly so notify SEI and each Lender. Thereafter, (x)
the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y)
in the event of a determination described in the preceding sentence with respect to the Eurodollar
Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining
the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, SEI may revoke any
pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.



     3.04 Increased Costs; Reserves on Eurodollar Rate Loans.



     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or the L/C Issuer;




     (ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender
or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other



68









 







Taxes covered by Section 3.01 and the imposition of, or any change in the rate
of, any Excluded Tax payable by such Lender or the L/C Issuer); or




     (iii) impose on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender
or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of
maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum
received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest
or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to
such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or
reduction suffered.




     (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change
in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such
Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on
the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below
that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C
Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with
respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.



     (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to SEI shall be conclusive absent manifest error. Each applicable Borrower shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided
that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section 3.04 for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case
may be, notifies SEI of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or



69









 







the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect thereof).



     (e) Reserves on Eurodollar Rate Loans. The Borrowers shall pay to each Lender, as
long as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided SEI shall have received at
least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest
from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of such notice.



     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:



     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);



     (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by SEI on behalf of such Borrower; or



     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by a Borrower pursuant to Section 10.13;



including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained. Each Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.



For purposes of calculating amounts payable by any Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.



     3.06 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or any Borrower is required to pay any additional amount to any Lender,
the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer
pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then such



70









 







Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different
Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or
the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or the L/C issuer, as the case
may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender
or the L/C Issuer in connection with any such designation or assignment.



     (b) Replacement of Lenders. If (i) any Lender (x) is subject to Section 3.02
and has not designated a different Lending Office for funding or booking its Loans hereunder or
assigned its rights and obligations hereunder to another of its offices, branches or affiliates or
otherwise eliminated the need for the notice pursuant to Section 3.02 within 30 days of
giving notice pursuant to Section 3.02 or (y) requests compensation under Section
3.04, or (ii) if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, SEI may
replace such Lender in accordance with Section 10.13.



     3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Commitments, repayment of all other Obligations hereunder and
resignation of the Administrative Agent and the Collateral Agent.



ARTICLE IIIA.

SECURITY




     3A.01 Security. As security for the full and timely payment and performance of all
Obligations, SEI shall, and shall cause all other Loan Parties to, on or before the Closing Date,
do or cause to be done all things necessary in the opinion of the Administrative Agent and the
Collateral Agent, and their counsel, to grant to the Collateral Agent or the Administrative Agent,
as applicable, for the benefit of the Senior Secured Parties a duly perfected first priority
security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on
transfer other than Permitted Liens. Without limiting the foregoing, and to the extent not
previously delivered under the Original Agreement or the Existing Agreement and its associated loan
documents, SEI and each Subsidiary having rights in any Subsidiary Securities shall on the Closing
Date deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral
Agent, (A) a Pledge Agreement which shall pledge to the Collateral Agent for the benefit of the
Senior Secured Parties (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if
SEI and its Subsidiaries shall own less than 65%, then all of the Voting Securities owned by them)
and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) except with
respect to those Subsidiaries set forth in Schedule 3A.01, all of the Subsidiary Securities
of all Domestic Subsidiaries and all Excluded Subsidiaries, (B) if such Subsidiary Securities are
in the form of certificated securities, such certificated securities (including corrected
certificates with respect to any certificated
securities delivered pursuant to the Original Agreement or the Existing Agreement and its
associated loan documents that require



71









 







updating to accurately reflect the appropriate information), together with undated stock powers or
other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary
Securities do not constitute securities and the Subsidiary has not elected to have such interests
treated as securities under Article 8 of the Uniform Commercial Code, a control agreement
(containing the provisions described in Section 6.19(d)) from the Registrar of such
Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in
favor of the Collateral Agent on such Subsidiary Securities, each in form and substance acceptable
to the Collateral Agent, and shall take such further action and deliver or cause to be delivered
such further documents as required by the Security Instruments or otherwise as the Collateral Agent
may request to effect the transactions contemplated by this Article IIIA. SEI shall
pledge, and shall cause each applicable Subsidiary to pledge, to the Collateral Agent for the
benefit of the Senior Secured Parties (and as appropriate to reaffirm its prior pledge of) all of
the Pledged Interests of any Domestic Subsidiary and each Direct Foreign Subsidiary acquired or
created after the Closing Date (including any Subsidiary becoming a Domestic Subsidiary or Direct
Foreign Subsidiary) and to deliver to the Collateral Agent all of the documents and instruments in
connection therewith as are required pursuant to the terms of Section 6.19 and of the
Security Instruments. To the extent any of the Subsidiaries set forth in Schedule 3A.01
shall at any time prior to the Facility Termination Date be capable of being pledged, SEI will, and
will cause all applicable Subsidiaries to, deliver a Pledge Agreement or a Pledge Agreement
Supplement, as the case may be, pledging the Subsidiary Securities of such Subsidiary.



     3A.02 Further Assurances. At the request of the Administrative Agent or the Collateral Agent,
SEI will or will cause all other Loan Parties, as the case may be, to execute, by its duly
authorized officers, alone or with the Collateral Agent, any certificate, instrument, financing
statement, control agreement, statement or document, or to procure any such certificate,
instrument, statement or document, or to take such other action (and pay all connected costs) which
the Collateral Agent or the Administrative Agent reasonably deems necessary from time to time to
create, continue or preserve the liens and security interests in Collateral (and the perfection and
priority thereof) of the Collateral Agent contemplated hereby and by the other Loan Documents and
specifically including all Collateral acquired by SEI or any other Loan Party after the Closing
Date. The Collateral Agent is hereby irrevocably authorized to execute and file or cause to be
filed, with or if permitted by applicable law without the signature of SEI or any other Loan Party
appearing thereon, all Uniform Commercial Code financing statements reflecting SEI or any other
Loan Party as “debtor” and the Collateral Agent as “secured party”, and continuations thereof and
amendments thereto, as the Collateral Agent reasonably deems necessary or advisable to give effect
to the transactions contemplated hereby and by the other Loan Documents.



     3A.03 Information Regarding Collateral. Each Borrower represents, warrants and covenants that
(i) the chief executive office of SEI and each other Person providing Collateral pursuant to a
Security Instrument (each, a “Grantor”) at the Closing Date is located at the address or
addresses specified on Schedule 3A.03, and (ii) Schedule 3A.03 contains a true and
complete list of (a) the exact legal name, jurisdiction of formation, and address of each Grantor,
(b) the exact legal name, jurisdiction of formation, and each location of the chief executive
office of each Grantor, (c) each location in which goods constituting Collateral are located, and
(d) each trade name,
trademark or other trade style currently used by any Grantor. SEI shall not change, and shall
not permit any other Grantor to change, its name, jurisdiction of formation (whether by



72









 







reincorporation, merger or otherwise), the location of its chief executive office or any location
specified in clause (c) of the immediately preceding sentence, or use or permit any other Grantor
to use, any additional trade name, trademark or other trade style, except upon giving written
notice not more than thirty (30) days thereafter to the Collateral Agent and the Administrative
Agent and taking or causing to be taken all such action at SEI’s or such other Grantor’s expense as
may be reasonably requested by the Collateral Agent to perfect or maintain the perfection of the
Lien of the Collateral Agent in Collateral.



     3A.04 Release of Guarantors, Collateral and Pledged Interests. Upon, or simultaneously with,
the consummation of any sale or other Disposition of all or substantially all of the assets or
capital stock of any Guarantor or any Direct Foreign Subsidiary (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to such transaction) a
Loan Party, so long as such sale or Disposition (and any related merger or consolidation) is
otherwise permitted pursuant to the terms of this Agreement and the other Loan Documents:



     (a) any security interest of the Collateral Agent, the Administrative Agent or any other
Senior Secured Party in any Collateral so sold or Disposed of shall be deemed released, without any
further action by the Collateral Agent, the Administrative Agent or any other Senior Secured Party;



     (b) to the extent such sale or Disposition, or any portion thereof, is of any Subsidiary
Securities of any Guarantor or any Direct Foreign Subsidiary, any security interest of the
Collateral Agent, the Administrative Agent or any other Senior Secured Party in any such Subsidiary
Securities shall be deemed released, without any further action by the Collateral Agent, the
Administrative Agent or any other Senior Secured Party;



     (c) to the extent such sale or Disposition results in any Guarantor no longer being a Domestic
Subsidiary of SEI, the guaranty of such Guarantor under any Guaranty shall be deemed released,
without any further action by the Collateral Agent, the Administrative Agent or any other Senior
Secured Party; and



     (d) each of the Collateral Agent, the Administrative Agent or the other Senior Secured Parties
will, at the sole expense of SEI, to the extent reasonably requested by SEI, execute and deliver,
or cause to be duly executed and delivered, to SEI such instruments, documents and certificates,
and do and cause to be done such further acts that may be reasonably necessary or advisable in the
reasonable opinion of SEI to carry out more effectively the provisions and purposes of this
Section 3A.04, provided that the Collateral Agent shall not be obligated to take
any action that may adversely affect any interest in Collateral or any guaranty by any other
Guarantor except as may be otherwise expressly required by this Section 3A.04.



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ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of this Agreement, the Security Agreement, the Intellectual
Property Security Agreement, the Securities Pledge Agreement, the Guaranty Agreement, and
any other Loan Document required to be delivered with respect to the Guarantors, the
Collateral or otherwise, in each case sufficient in number for distribution to the
Administrative Agent, each Lender and SEI;




     (ii) a Note executed by each Borrower in favor of each Lender requesting a Note;




     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party;




     (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each such
Loan Party is validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect (which such jurisdictions are set
forth on Schedule 4.01(a)(iv));




     (v) the favorable written opinion or opinions with respect to the Loan Documents and
the transactions contemplated thereby of (A) special counsel to SEI and any Loan Party
organized under the laws of the United States of America, any state or territory thereof
(other than Puerto Rico) or the District of Columbia, (B) special counsel to the PR
Borrowers and any PR Guarantor, and (C) special local counsel to one or more of the Loan
Parties in each jurisdiction listed on Schedule 4.01(a)(v), in each case dated the
Closing Date, addressed to the Administrative Agent, the Collateral Agent and the Lenders
and satisfactory to the Administrative Agent;




     (vi) a certificate of a Responsible Officer of SEI that (A) either (x) attaches copies
of all consents, licenses and approvals required in connection with the execution, delivery
and performance by such Loan Party and the validity against such Loan Party of



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the Loan Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (y) states that no such consents, licenses or
approvals are so required, (B) certifies that the conditions specified in Sections
4.02(a) and (b) have been satisfied, (C) certifies that there has been no event
or circumstance since the date of the Audited Financial Statements that has had or could be
reasonably expected to have, either individually or in the aggregate, a Material Adverse
Effect;




     (vii) evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect, together with the certificates of insurance,
naming the Collateral Agent, on behalf of the Senior Secured Parties, as an additional
insured or loss payee, as the case may be, under all insurance policies maintained with
respect to the assets and properties of the Loan Parties that constitutes Collateral;




     (viii) evidence of the delivery of any Uniform Commercial Code financing statements or
amendments, sufficient in each case for filing in all places required by applicable United
States law to perfect the Liens of the Collateral Agent or the Administrative Agent under
the Security Instruments as a first priority Lien (subject to Permitted Liens) as to items
of Collateral in which a security interest may be perfected by the filing of financing
statements, to the extent deemed necessary or appropriate by the Administrative Agent or the
Collateral Agent to maintain the perfection in Collateral existing under the Existing
Agreement and related documents, or to perfect a security interest in any new or additional
Collateral provided in connection with this Agreement and the Loan Documents;




     (ix) such other documents and/or evidence of other actions as may be necessary under
applicable United States law to perfect, or maintain the perfection of, the Liens of the
Collateral Agent under the Security Instruments as a first priority Lien (subject to
Permitted Liens) in and to such other Collateral as the Collateral Agent or the
Administrative Agent may require, including without limitation, the delivery by SEI and each
Subsidiary owning any Pledged Interests of all stock certificates evidencing Pledged
Interests not already in possession of the Collateral Agent, or that are necessary to
correct the certificate in the possession of the Collateral Agent evidencing such Pledged
Interest (whether the identity of the record owner or issuer, the number or type of shares,
or otherwise), accompanied in each case by duly executed stock powers (or other appropriate
transfer documents) in blank affixed thereto;




     (x) Uniform Commercial Code search results showing only Permitted Liens and such other
Liens as are acceptable to the Lenders;




     (xi) a duly completed certificate reflecting the calculations set forth in Sections I
through IV, VII and VIII of the Compliance Certificate, as of the last day of the fiscal
quarter of SEI ended April 30, 2009, signed by an Executive Officer of SEI; provided
that Consolidated EBITDA, Consolidated Interest Expense and Consolidated Lease Payments
shall be calculated for the Four-Quarter Period ending on January 31, 2009; and



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     (xii) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the Collateral Agent, the L/C Issuer, the Swing Line Lender or the
Required Lenders reasonably may require.



     (b) Any fees required to be paid on or before the Closing Date shall have been paid.



     (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date (provided that after the Closing Date, the Borrowers acknowledge that there will be a
final settling of accounts between the Borrowers and the Administrative Agent).



     Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following
conditions precedent:



     (a) The representations and warranties of each Borrower and each other Loan Party contained in
Article V or any other Loan Document, or which are contained in any document furnished at
any time under or in connection herewith or therewith, shall be true and correct on and as of the
date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date, and except that for purposes of this Section 4.02, the representations and
warranties contained in subsection (a) of Section 5.06 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a)(i) and (b)(i) of Section 6.01.



     (b) No Default shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds thereof.



     (c) In the case of any Borrowing, the Administrative Agent shall have received a certificate
signed by a Responsible Officer of SEI certifying that the Borrowers will be in compliance with
Section 7.01(a) after giving pro forma effect to such proposed Borrowing and the
Indebtedness incurred in connection therewith (which such certification may be included in the
applicable Request for Credit Extension), including (in the case of each Borrowing other than a
Swing Line Borrowing) pro forma calculations demonstrating such compliance to the extent required
by the Administrative Agent.



     (d) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall
have received a Request for Credit Extension in accordance with the requirements hereof.



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     Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of
Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by SEI shall be
deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit
Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Each of the Borrowers represents and warrants to the Administrative Agent and the Lenders
that:



     5.01 Organization and Authority.



     (a) Each Borrower and each Guarantor is a corporation, limited liability company, partnership
or civil partnership as the case may be, duly organized and validly existing under the laws of the
jurisdiction of its formation;



     (b) Each Borrower and each Guarantor (x) has the requisite power and authority to own its
properties and assets and to carry on its business as now being conducted and as contemplated in
the Loan Documents, and (y) is qualified to do business in every jurisdiction in which failure so
to qualify would have a Material Adverse Effect;



     (c) Each Borrower has the power and authority to execute, deliver and perform this Agreement
and the Notes, and to borrow hereunder, and to execute, deliver and perform each of the other Loan
Documents to which it is a party;



     (d) Each Guarantor has the power and authority to execute, deliver and perform the Guaranty
and each of the other Loan Documents to which it is a party; and



     (e) When executed and delivered, each of the Loan Documents to which any Loan Party is a party
will be the legal, valid and binding obligation or agreement, as the case may be, of such Loan
Party, enforceable against such Loan Party in accordance with its terms, subject to the effect of
any applicable bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance or other
similar law affecting the enforceability of creditors’ rights generally and to the effect of
general principles of equity (whether considered in a proceeding at law or in equity).



     5.02 Loan Documents. The execution, delivery and performance by each Loan Party of each of
the Loan Documents to which it is a party:



     (a) have been duly authorized by all requisite organizational action of such Loan Party
required for the lawful execution, delivery and performance thereof;



     (b) do not violate any provisions of (i) any applicable law, rule or regulation, (ii) any
judgment, writ, order, determination, decree or arbitral award of any Governmental Authority or
arbitral authority binding on such Loan Party or its properties, or (iii) the Organization
Documents of such Loan Party;




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     (c) do not and will not be in conflict with, result in a breach of or constitute an event of
default, or an event which, with notice or lapse of time or both, would constitute an event of
default, under any contract, indenture, agreement or other instrument or document to which such
Loan Party is a party, or by which the properties or assets of such Loan Party are bound; and



     (d) do not and will not result in the creation or imposition of any Lien upon any of the
properties or assets of such Loan Party or any Subsidiary except Permitted Liens.



     5.03 Solvency. (a) As of the Closing Date, each Loan Party is Solvent after giving effect to
the transactions contemplated by the Loan Documents, and (b) at any time thereafter, SEI and its
Subsidiaries are Solvent on a consolidated basis.



     5.04 Subsidiaries and Stockholders. SEI has no Domestic Subsidiaries or Direct Foreign
Subsidiaries other than those Persons listed as Domestic Subsidiaries or Direct Foreign
Subsidiaries in Schedule 5.04 and additional Domestic Subsidiaries or Direct Foreign
Subsidiaries created or acquired after the Closing Date in compliance with Section 6.19;
Schedule 5.04 states as of the date hereof the organizational form of each entity, the
authorized and issued capitalization of each Domestic Subsidiary and Direct Foreign Subsidiary
listed thereon, the number of shares or other equity interests of each class of capital stock or
interest issued and outstanding of each such Domestic Subsidiary and Direct Foreign Subsidiary and
the number and/or percentage of outstanding shares or other equity interest (including options,
warrants and other rights to acquire any interest) of each such class of capital stock or other
equity interest owned by SEI or by any Domestic Subsidiary; the outstanding shares or other equity
interests of each such Domestic Subsidiary and Direct Foreign Subsidiary have been duly authorized
and validly issued and are fully paid and non-assessable; and SEI and each Domestic Subsidiary owns
beneficially and of record all the shares and other interests it is listed as owning in
Schedule 5.04, free and clear of any Lien other than Liens on Subsidiary Securities
securing Seller Financed Indebtedness or any Lien arising under the Loan Documents.



     5.05 Ownership Interests. Except as set forth in Schedule 5.05, SEI owns no interest
in any Person other than the Persons listed in Schedule 5.04, equity investments in Persons
not constituting Subsidiaries permitted under Section 7.07 and additional Subsidiaries
created or acquired after the Closing Date in compliance with Section 6.19.



     5.06 Financial Condition.



     (a) SEI has heretofore furnished to the Administrative Agent the following:




     (i) audited consolidated balance sheets of SEI and its Subsidiaries as of October 31,
2006, 2007 and 2008, and audited consolidated statements of income, stockholders’ equity and
cash flows for each such fiscal year then ended, along with the related notes thereto, all
as examined and certified by PricewaterhouseCoopers LLP; and




     (ii) unaudited interim consolidated balance sheets of SEI and its Subsidiaries as of
January 31, 2009, and unaudited interim consolidated statements of income,
stockholders’ equity and cash flows for the quarter and/or three-month period then
ended, as applicable.



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Except as set forth therein, the financial statements described in subsections (i) and (ii)
above (including the notes thereto, where applicable) present fairly the financial condition
of SEI and its Subsidiaries and the results of their operations, cash flows and changes in
stockholders’ equity, as applicable, as of and for the periods indicated in such
subsections, all in conformity with GAAP, subject however, in the case of unaudited interim
statements, to year end audit adjustments.



     (b) Since the later of (i) the date of the audited financial statements referred to in
Section 5.06(a) hereof with respect to the fiscal year ended October 31, 2008, or (ii) the
date of the audited financial statements most recently delivered pursuant to Section
6.01(a) hereof, there has not occurred any event, condition (financial or otherwise) or
circumstance which has had or could reasonably be expected to have a Material Adverse Effect, nor
have the businesses, assets, operations or properties of SEI or any Subsidiary, on a consolidated
basis, been materially adversely affected as a result of any fire, explosion, earthquake, accident,
strike, lockout, combination of workers, flood, embargo or act of God.



     5.07 Title to Properties. SEI and each of its Subsidiaries has good and marketable title to
all of its material real property and all of its personal property, subject to no transfer
restrictions or Liens of any kind, except for the transfer restrictions and Liens permitted by
Section 7.04.



     5.08 Taxes. SEI and each of its Subsidiaries have filed or caused to be filed all Federal,
state and other material tax returns and reports required to be filed by it, and have paid all
Federal, state and other material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and payable, except those
being contested in good faith by appropriate proceedings diligently conducted and against which
reserves reflected in the financial statements described in Section 5.06(a) or Sections
6.01(a) or (b) and satisfactory to SEI’s independent certified public accountants have
been established. There is no proposed tax assessment against SEI or any Subsidiary that would, if
made, have a Material Adverse Effect.



     5.09 Other Agreements. Neither SEI, any other Loan Party nor any other Subsidiary is:



     (a) a party to or subject to any judgment, order, decree, agreement, lease or instrument, or
subject to other restrictions, which individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect; or



     (b) in default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any agreement or instrument to which such Loan Party or any
Subsidiary is a party, which default has, or if not remedied within any applicable grace period
could reasonably be expected to have, a Material Adverse Effect.



     5.10 Litigation. There is no action, suit, investigation or proceeding at law or in equity or
by or before any Governmental Authority or arbitral body pending, or, to the knowledge of any
Borrower, threatened by or against any Borrower or any Subsidiary or other Loan Party or affecting
any



79









 







Borrower or any Subsidiary or other Loan Party or any properties or rights of any Borrower or
any Subsidiary or other Loan Party that (a) purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby, or (b) could reasonably be
expected to have a Material Adverse Effect.



     5.11 Margin Stock. The proceeds of the borrowings made hereunder will be used by each
Borrower only for the purposes expressly authorized herein. None of such proceeds will be used,
directly or indirectly, for the purpose of (i) purchasing or carrying any margin stock, or (ii) for
the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or
carry margin stock or for any other purpose which violates or which would be inconsistent with
Regulation U (12 CFR Part 221) or Regulation X (12 CFR Part 224) of the Board; provided, that,
notwithstanding the foregoing clause (i), SEI may use proceeds of borrowings to purchase Equity
Interests of SEI that would otherwise violate such clause (i) so long as either (x) the Equity
Interests of SEI constituting such margin stock so acquired are promptly retired following the
purchase or other acquisition thereof or (y) at all times and after giving effect to each such
purchase or acquisition of Equity Interests in SEI, not more than twenty five percent (25%) of the
value of the assets (of SEI and its Subsidiaries on a consolidated basis) subject to the provisions
of Section 7.04 or Section 7.06 or subject to any restriction contained in any
agreement or instrument between SEI or any Subsidiary and any Lender or any Affiliate of any Lender
relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
Neither any Borrower, any Subsidiary of SEI nor any agent acting on behalf of any of them has taken
or will take any action which might cause this Agreement or any of the documents or instruments
delivered pursuant hereto to violate any regulation of the Board or to violate the Securities
Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or any state
securities laws, in each case as in effect on the date hereof.



     5.12 Regulated Company. No Loan Party or any Person Controlling any Borrower is or is
required to be registered as an “investment company” under the Investment Company Act of 1940. The
application of the proceeds of the Loans and repayment thereof by any Borrower and the performance
by any Borrower or any other Loan Party of the transactions contemplated by the Loan Documents will
not violate any provision of said Act, or any rule, regulation or order issued by the SEC
thereunder, in each case as in effect on the date hereof.



     5.13 Intellectual Property, Licenses, Etc. Except to the extent it could not reasonably be
expected to have a Material Adverse Effect, each Borrower and each other Loan Party owns or has the
right to use, under valid license agreements or otherwise, all material patents, licenses,
franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and
copyrights necessary to or used in the conduct of its businesses as now conducted and as
contemplated by the Loan Documents, without known conflict with any patent, license, franchise,
trademark, trade secret, trade name, copyright or other proprietary right of any other Person.



     5.14 No Untrue Statement. Each Borrower has disclosed to the Administrative Agent and the
Lenders (i) all agreements, instruments and corporate or other restrictions to which it or any of
its Subsidiaries is subject, and (ii) all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither (a) this
Agreement nor any other Loan Document or certificate or document executed and delivered by or on
behalf of any Borrower or any other Loan Party in accordance with or pursuant to any Loan



80









 







Document
nor (b) any statement, representation, or warranty provided to the Administrative Agent or any
Lender in connection with the negotiation or preparation of the Loan Documents contains any
misrepresentation or untrue statement of material fact or omits to state a material fact necessary,
in light of the circumstance under which it was made, in order to make any such warranty,
representation or statement contained therein not misleading; provided that, with respect
to projected financial information, the Borrowers represent only that such information was prepared
in good faith based on assumptions believed to be reasonable at the time.



     5.15 No Consents, Etc. Neither the respective businesses or properties of the Loan Parties or
any Subsidiary, nor any relationship among the Loan Parties or any Subsidiary and any other Person,
nor any circumstance in connection with the execution, delivery and performance of the Loan
Documents and the transactions contemplated thereby, is such as to require a consent, approval or
authorization of, or filing, registration or qualification with, any Governmental Authority or any
other Person on the part of any Loan Party as a condition to the execution, delivery and
performance of, or consummation of the transactions contemplated by the Loan Documents, which, if
not obtained or effected, could reasonably be expected to have a Material Adverse Effect, or if so,
such consent, approval, authorization, filing, registration or qualification has been duly obtained
or effected, as the case may be.



     5.16 Employee Benefit Plans.



     (a) SEI and each ERISA Affiliate is materially in compliance with all applicable provisions of
ERISA and the regulations and published interpretations thereunder and in compliance with all
Foreign Benefit Laws with respect to all Employee Benefit Plans except for any required amendments
for which the remedial amendment period as defined in Section 401(b) of the Code has not yet
expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the
Code has been determined or SEI or its Subsidiaries is in the process of obtaining a determination
by the Internal Revenue Service to be so qualified, each trust related to such plan has been
determined to be exempt under Section 501(a) of the Code, and each Employee Benefit Plan subject to
any Foreign Benefit Law has received the required approvals by any Governmental Authority
regulating such Employee Benefit Plan. No material liability has been incurred by SEI or any ERISA
Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit
Plan or any Multiemployer Plan;



     (b) Neither SEI nor any ERISA Affiliate has (i) engaged in a nonexempt prohibited transaction
described in Section 4975 of the Code or Section 406 of ERISA affecting any of the Employee Benefit
Plans or the trusts created thereunder which could subject any such Employee Benefit Plan or trust
to a material tax or penalty on prohibited transactions imposed under Section 4975 of the Code or
ERISA, (ii) incurred any accumulated funding deficiency with respect to any Employee Benefit Plan,
whether or not waived, or any other liability to the PBGC which remains outstanding other than the
payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to
make a required contribution or payment to a Multiemployer Plan, (iv) failed to make a required
installment or other required payment under Section 412 of the Code, Section 302 of ERISA or the
terms of such Employee Benefit Plan, or (v) failed to make a required contribution or payment, or
otherwise failed to operate in compliance with any Foreign Benefit Law regulating any Employee
Benefit Plan;



81









 





     (c) No ERISA Event has occurred within the last five years or is reasonably expected to occur
with respect to any Pension Plan or Multiemployer Plan, and neither SEI nor any ERISA Affiliate has
incurred any unpaid withdrawal liability with respect to a Multiemployer Plan;



     (d) The present value of all vested accrued benefits under each Pension Plan which is subject
to Title IV of ERISA, or the funding of which is regulated by any Foreign Benefit Law did not, as
of the most recent valuation date for each such plan, exceed the then current value of the assets
of such Pension Plan allocable to such benefits;



     (e) To the best of SEI’s knowledge, each Employee Benefit Plan which is subject to Title IV of
ERISA or the funding of which is regulated by any Foreign Benefit Law, maintained by SEI or any
ERISA Affiliate, has been administered in accordance with its terms in all material respects and is
in compliance in all material respects with all applicable requirements of ERISA, applicable
Foreign Benefit Law and other applicable laws, regulations and rules;



     (f) The consummation of the Loans and the issuance of the Letters of Credit provided for
herein will not involve any prohibited transaction under ERISA which is not subject to a statutory
or administrative exemption; and



     (g) No material proceeding, claim, lawsuit and/or investigation exists or, to the best
knowledge of SEI after due inquiry, is threatened concerning or involving any Employee Benefit
Plan.



     5.17 No Default. As of the date hereof, there does not exist any Default or Event of Default
hereunder.



     5.18 Environmental Laws. SEI and each Subsidiary are in compliance with all applicable
Environmental Laws and have been issued and currently maintain all federal, state and local
permits, licenses, certificates and approvals required under any applicable Environmental Law, in
each case except to the extent failure to do so could not reasonably be expected to have a Material
Adverse Effect. Except to the extent it could not reasonably be expected to have a Material
Adverse Effect, neither SEI nor any Subsidiary has been notified of any pending or threatened
action, suit, proceeding or investigation, and neither SEI nor any Subsidiary is aware of any
facts, which (a) call into question, or could reasonably be expected to call into question,
compliance by SEI or any Subsidiary with any applicable Environmental Laws, (b) seeks, or could
reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or
terminate any license, permit or approval necessary for the operation of SEI’s or any Subsidiary’s
business or facilities or for the generation, handling, storage, treatment or disposal of any
Hazardous Materials, or (c) seeks to cause, or could reasonably be expected to form the basis of a
meritorious proceeding to cause, any property of SEI or any Subsidiary or other Loan Party to be
subject to any restrictions on ownership, use, occupancy or transferability under any applicable
Environmental Law.



     5.19 Employment Matters.



     (a) Except as set forth on Schedule 5.19, none of the employees of any Borrower or any
Subsidiary is subject to any collective bargaining agreement and there are no strikes, work



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stoppages, election or decertification petitions or proceedings, unfair labor charges, equal
opportunity proceedings, or other material labor/employee related controversies or proceedings
pending or, to the best knowledge of each Borrower, threatened against any Borrower or any
Subsidiary or between any Borrower or any Subsidiary and any of its employees, other than employee
grievances arising in the ordinary course of business which could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect; and



     (b) Except to the extent a failure to maintain compliance would not have a Material Adverse
Effect, each Borrower and each Subsidiary is in compliance in all respects with all applicable
laws, rules and regulations pertaining to labor or employment matters, including without limitation
those pertaining to wages, hours, occupational safety and taxation and there is neither pending or
threatened any litigation, administrative proceeding nor, to the knowledge of
any Borrower, any investigation, in respect of such matters which, if decided adversely, could
reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect.



     5.20 Deathcare Industry. Except to the extent a failure to maintain compliance could not
reasonably be expected to have a Material Adverse Effect, SEI and its Subsidiaries are in
compliance in all respects with all Federal, state, territorial and local laws, rules and
regulations, including licensure requirements applicable to any of them or any of their directors,
officers, employees or agents, applicable to the delivery of funeral, cemetery and related products
and services.



ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, SEI
shall, and where applicable shall cause each Subsidiary to:



     6.01 Financial Reports, Etc.



     (a) as soon as practical, and in any event within the Maximum Permitted Time, deliver or cause
to be delivered to the Administrative Agent:




     (i) consolidated balance sheet of SEI and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income, stockholders’ equity and cash flows
for such fiscal year, along with the related notes thereto (which financial statements and
related notes may be included in SEI’s most recent Form 10-K), all in reasonable detail and
prepared in accordance with GAAP, audited and accompanied by a report and opinion of
PricewaterhouseCoopers LLP, or other independent certified public accountants of national
standing selected by SEI, as to whether such financial statements are presented fairly, in
all material respects, in accordance with GAAP, and which report and opinion shall be
prepared in accordance with audit standards of the PCAOB and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to
the scope of such audit or with respect to the presentation of the consolidated financial
statements in accordance with GAAP; and



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     (ii) a Compliance Certificate executed by a Responsible Officer of SEI demonstrating
compliance with Sections 7.01(a) through 7.01(d) and 7.03;



     (b) commencing with the fiscal quarter ended April 30, 2009, as soon as practical, and in any
event within the Maximum Permitted Time, deliver or cause to be delivered to the Administrative
Agent:




     (i) consolidated balance sheets of SEI and its Subsidiaries as of the end of such
fiscal quarter, and consolidated statements of income, stockholders’ equity and cash
flows for such fiscal quarter and for the period from the beginning of the then current
fiscal year through the end of such reporting period (which financial statements may be on
Form 10-Q), and accompanied by a certificate of a Responsible Officer of SEI to the effect
that such financial statements present fairly the financial position of SEI and its
Subsidiaries as of the end of such fiscal period and the results of their operations and
cash flows for such fiscal period, in accordance with GAAP, subject however, to year end
audit adjustments; and




     (ii) a Compliance Certificate executed by a Responsible Officer of SEI containing
computations for such quarter comparable to that required pursuant to Section
6.01(a)(ii), but excluding compliance with Section 7.03;



     (c) together with each delivery of the financial statements required by Section
6.01(a)(i), deliver to the Administrative Agent a letter from SEI’s accountants specified in
Section 6.01(a)(i) stating that in performing the audit necessary to render an opinion on
the financial statements delivered under Section 6.01(a)(i), they obtained no knowledge of
any Default or Event of Default by any Borrower in the fulfillment of the terms and provisions of
this Agreement insofar as they relate to financial matters (which at the date of such statement
remains uncured); or if the accountants have obtained knowledge of such Default or Event of
Default, a statement specifying the nature and period of existence thereof;



     (d) promptly upon their becoming available to SEI, SEI shall deliver to the Administrative
Agent a copy of (i) all regular or special reports or effective registration statements which SEI
or any Subsidiary shall file with the SEC (or any successor thereto) or any securities exchange,
and (ii) any proxy statement distributed by SEI or any Subsidiary to its shareholders, bondholders
or the financial community in general; and



     (e) promptly, from time to time, deliver or cause to be delivered to the Administrative Agent
such other information regarding SEI’s and any Subsidiary’s operations, business affairs and
financial condition as the Administrative Agent or any Lender may reasonably request.



     The Administrative Agent, the Collateral Agent and the Lenders are hereby authorized to
deliver a copy of any such financial or other information delivered hereunder to the Lenders (or
any Affiliate of any Lender) or to the Administrative Agent, to any Governmental Authority having
jurisdiction over the Administrative Agent, the Collateral Agent or any of the Lenders pursuant to
any written request therefor or in the ordinary course of examination of loan files, or to any
other Person who shall acquire or consider the assignment of, or acquisition of any



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participation
interest in, any Obligation permitted by this Agreement, including any pledgee pursuant to
Section 10.06(f).



     Documents required to be delivered pursuant to this Section 6.01 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
SEI posts such documents, or provides a link thereto on SEI’s website on the Internet at the
website address listed on Schedule 10.02 (in the case of any such documents included in
materials otherwise filed with the SEC); or (ii) on which such documents are posted on SEI’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent)(in the case of any other documents required to be delivered pursuant to this
Section 6.01); provided that: (i) SEI shall deliver paper copies of such documents
to the Administrative Agent or any Lender that requests SEI to deliver such paper copies until a
written request to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) SEI shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance SEI shall be required to provide paper copies of the
Compliance Certificates required by Sections 6.01(a)(ii) or (b)(ii) to the
Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by any Borrower with any such
request for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.



     Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders and the L/C Issuer materials and/or information provided by or on
behalf of each Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and
(b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to
receive material non-public information with respect to any Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, such
Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer
and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to such Borrower or its securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 10.07); (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform that is not designated “Public Side Information”.



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     6.02 Maintain Properties. Maintain all properties necessary to its operations in good working
order and condition, make all needed repairs, replacements and renewals to such properties, and
maintain free from Liens all trademarks, trade names, patents, copyrights, trade secrets, know-how,
and other intellectual property and proprietary information (or adequate licenses thereto), in each
case as are reasonably necessary to conduct its business as currently
conducted or as contemplated hereby, all in accordance with customary and prudent business
practices.



     6.03 Existence, Qualification, Etc. Except as otherwise expressly permitted under
Sections 7.06 and 7.08, do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and all material rights, franchises and licenses, and
maintain all licenses and qualifications to do business in any jurisdiction in which it operates to
the extent required to so operate, and maintain its good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such good standing necessary.



     6.04 Regulations and Taxes. Comply in all respects with all applicable statutes and
governmental regulations, except for noncompliance which could not reasonably be expected to have a
Material Adverse Effect, and pay all taxes, assessments, governmental charges, claims for labor,
supplies, rent and any other obligation which, if unpaid, would become a Lien against any of its
properties, except liabilities (a) that could not reasonably be expected to have a Material Adverse
Effect, or (b) being contested in good faith by appropriate proceedings diligently conducted
provided that (i) adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP and (ii) any Lien arising in connection with any such
contest shall be permitted to exist to the extent provided in Section 7.04.



     6.05 Insurance. (a) Keep all of its insurable properties adequately insured at all times
with responsible insurance carriers against loss or damage by fire and other hazards to the extent
and in the manner as are customarily insured against by similar businesses owning such properties
similarly situated and otherwise as required by the Security Instruments, (b) maintain general
public liability insurance at all times with responsible insurance carriers against liability on
account of damage to persons and property and (c) maintain insurance under all applicable workers’
compensation laws (or in the alternative, maintain required reserves if self-insured for workers’
compensation purposes) and against loss by reason of business interruption with such policies of
insurance to have such limits, deductibles, exclusions, co-insurance and other provisions providing
no less coverage than that maintained by similar businesses that are similarly situated, such
insurance policies to be in form reasonably satisfactory to the Administrative Agent and the
Collateral Agent. Each of the policies of insurance described in this Section 6.05 shall
provide that the insurer shall give the Collateral Agent not less than thirty (30) days’ prior
written notice before any such policy shall be terminated, lapse or be altered in any manner.



     6.06 True Books. Keep true books of record and account in which full, true and correct
entries in conformity with GAAP will be made of all of its dealings and transactions, and set up on
its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes,
assessments, charges, levies and claims and with respect to its business in general, and include
such reserves in interim as well as year-end financial statements.



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     6.07 Right of Inspection. Permit any Person designated by any Lender or the Administrative
Agent to visit and inspect any of the properties, corporate books and financial reports of SEI or
any Subsidiary and to discuss its affairs, finances and accounts with its principal
officers and independent certified public accountants, all to be reasonable in scope, at
reasonable times, at reasonable intervals and with reasonable prior notice; provided,
however, that when an Event of Default has occurred and is continuing the Administrative
Agent or any Lender (or any of their respective representatives or independent contractors) may do
any of the foregoing at the reasonable expense of the Borrowers at any time during normal business
hours and without advance notice.



     6.08 Observe All Laws. Except to the extent that any failure could not reasonably be expected
to have a Material Adverse Effect, conform to and duly observe in all material respects all
applicable laws, rules and regulations and all other valid requirements of any Governmental
Authority with respect to the conduct of its business.



     6.09 Governmental Licenses. Except to the extent that any failure could not reasonably be
expected to have a Material Adverse Effect, obtain and maintain all licenses, permits,
certifications and approvals of all applicable Governmental Authorities as are required for the
conduct of its business as currently conducted and as contemplated by the Loan Documents.



     6.10 Covenants Extending to Other Persons. Cause each of its Subsidiaries (and, with respect
to the maintenance of required licenses and permits under Sections 6.03, 6.04 and
6.09, their respective officers, directors and employees) to do with respect to itself, its
business and its assets, each of the things required of SEI in Sections 6.02 through
6.09, and 6.18 inclusive.



     6.11 Officer’s Knowledge of Default. Upon any Executive Officer obtaining knowledge of (a)
any event, development or occurrence which could reasonably be expected to have a Material Adverse
Effect, or (b) any Default or Event of Default hereunder or under any Secured Hedge Agreement,
cause such officer or a Responsible Officer of SEI to promptly notify the Administrative Agent of
the nature thereof, the period of existence thereof, and what action such Borrower or such
Subsidiary or other Loan Party proposes to take with respect thereto.



     6.12 Suits or Other Proceedings. Upon any Executive Officer obtaining knowledge of any
litigation, investigation or other proceedings being instituted against any Borrower or any
Subsidiary or other Loan Party, or any attachment, levy, execution or other process being
instituted against any assets of any Borrower or any Subsidiary or other Loan Party, making a claim
or claims in an aggregate amount greater than $5,000,000 not otherwise covered by insurance,
promptly deliver to the Administrative Agent written notice thereof stating the nature and status
of such litigation, dispute, proceeding, levy, execution or other process.



     6.13 Notice of Environmental Complaint or Condition. To the extent any of the following could
reasonably be expected to have a Material Adverse Effect, promptly provide to the Administrative
Agent true, accurate and complete copies of any and all notices, complaints, orders, directives,
claims or citations received by any Borrower or any Subsidiary relating to any (a) violation or
alleged violation by any Borrower or any Subsidiary of any applicable



87









 







Environmental Law; (b)
release or threatened release by any Borrower or any Subsidiary, or by
any Person handling, transporting or disposing of any Hazardous Material on behalf of any
Borrower or any Subsidiary, or at any facility or property owned or leased or operated by any
Borrower or any Subsidiary, of any Hazardous Material, except where occurring legally pursuant to a
permit or license; or (c) liability or alleged liability of any Borrower or any Subsidiary for the
costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials.



     6.14 Environmental Compliance. If any Borrower or any Subsidiary shall receive any letter,
notice, complaint, order, directive, claim or citation from any Governmental Authority responsible
for enforcing such Environmental Law alleging that any Borrower or any Subsidiary has violated any
applicable Environmental Law, has released any Hazardous Material, or is liable for the costs of
cleaning up, removing, remediating or responding to a release of Hazardous Materials, each such
Borrower shall, within the time period permitted and to the extent required by the applicable
Environmental Law or the Governmental Authority responsible for enforcing such Environmental Law,
remove or remedy, or cause the applicable Subsidiary to remove or remedy, such violation or release
or satisfy such liability.



     6.15 Indemnification. Without limiting the generality of Section 10.04, SEI hereby
agrees to indemnify and hold each Indemnitee harmless from and against any and all claims, losses,
penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable
attorneys’, consultants’ or other expert fees, expenses and disbursements) arising directly or
indirectly from, out of or by reason of (a) the violation of any Environmental Law by SEI or any
Subsidiary or with respect to any property owned, operated or leased by SEI or any Subsidiary or
(b) the handling, storage, transportation, treatment, emission, release, discharge or disposal of
any Hazardous Materials by or on behalf of SEI or any Subsidiary, or on or with respect to property
owned or leased or operated by SEI or any Subsidiary. The provisions of this Section 6.15
shall continue in effect notwithstanding the Facility Termination Date.



     6.16 Further Assurances. At SEI’s cost and expense, upon request of the Administrative Agent,
duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent or
the Collateral Agent, as applicable, such further instruments, documents, certificates, financing
and continuation statements, and do and cause to be done such further acts that may be reasonably
necessary or advisable in the reasonable opinion of the Administrative Agent or the Collateral
Agent, as applicable, to carry out more effectively the provisions and purposes of this Agreement,
the Security Instruments and the other Loan Documents.



     6.17 Employee Benefit Plans.



     (a) With reasonable promptness, and in any event within thirty (30) days thereof, give notice
to the Administrative Agent of any of the following events that could reasonably be expected to
result in a Material Adverse Effect: (a) the establishment of any new Pension Plan (which notice
shall include a copy of such plan), (b) the commencement of contributions to any Employee Benefit
Plan to which SEI or any of its ERISA Affiliates was not previously contributing, (c) any material
increase in the benefits of any existing Employee Benefit Plan, and (d) the failure of SEI or any
ERISA Affiliate to make a required installment or payment under



88









 







any Foreign Benefit Law (in the case of Employee Benefit Plans regulated by any Foreign
Benefit Law) by the due date;



     (b) With reasonable promptness, and in any event within thirty (30) days thereof, give notice
to the Administrative Agent of (a) each funding waiver request filed with respect to any Pension
Plan and all communications received or sent by SEI or any ERISA Affiliate with respect to such
request, and (b) the failure of SEI or any ERISA Affiliate to make a required installment or
payment under Section 302 of ERISA or Section 412 of the Code (in the case of Employee Benefit
Plans regulated by the Code or ERISA) by the due date;



     (c) Promptly and in any event within thirty (30) days of becoming aware of the occurrence or
forthcoming occurrence of any event listed in items (i) to (ix) of the definition of ERISA Event;



     (d) Promptly and in any event within thirty (30) days of becoming aware of the occurrence or
forthcoming occurrence of any of the following that could reasonably be expected to result in a
Material Adverse Effect: (a) an event listed in item (x) of the definition of ERISA Event or (b) a
nonexempt “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975
of the Code, in connection with any Employee Benefit Plan or any trust created thereunder, deliver
to the Administrative Agent a notice specifying the nature thereof, what action SEI or any ERISA
Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action
taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with
respect thereto; and



     (e) With reasonable promptness but in any event within thirty (30) days for purposes of
clauses (i), (ii) and (iii) of this Section 6.17(e), deliver to the Administrative Agent
copies of any of the following events that could reasonably be expected to result in a Material
Adverse Effect: (i) any unfavorable determination letter from the Internal Revenue Service
regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code, (ii) all
notices received by SEI or any ERISA Affiliate of the PBGC’s or any Governmental Authority’s intent
to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii)
each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by SEI or any
ERISA Affiliate with the Internal Revenue Service with respect to each Employee Benefit Plan and
(iv) all notices received by SEI or any ERISA Affiliate from a Multiemployer Plan sponsor
concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA. SEI
will notify the Administrative Agent in writing within five (5) Business Days of SEI or any ERISA
Affiliate obtaining knowledge or reason to know that SEI or any ERISA Affiliate has filed or
intends to file a notice of intent to terminate any Pension Plan under a distress termination
within the meaning of Section 4041(c) of ERISA.



     6.18 Continued Operations. Continue at all times to conduct its business and engage
principally in the same line or lines of business substantially as heretofore conducted, including
financing and insurance operations reasonably related or ancillary thereto.



     6.19 New Subsidiaries. Not later than thirty (30) days after (i) the acquisition or creation
of any Domestic Subsidiary, any Direct Foreign Subsidiary, or any PR Subsidiary, or (ii) any
Subsidiary becoming a Domestic Subsidiary (including by ceasing to be an Excluded



89









 







Subsidiary), a
Direct Foreign Subsidiary or a PR Subsidiary, cause to be delivered to the Administrative Agent
each of the following:



     (a) to the extent such Subsidiary is a Domestic Subsidiary or a PR Subsidiary, a Guaranty
Joinder Agreement duly executed by such Subsidiary;



     (b) to the extent such Subsidiary is a Domestic Subsidiary, required Security Instruments of
such Subsidiary, including a Security Joinder Agreement duly executed by such Subsidiary (with all
schedules thereto appropriately completed) and an Intellectual Property Security Joinder Agreement
(with all schedules thereto appropriately completed) (together, if required by the Collateral
Agent, with an Assignment of Patents, Trademarks and Copyrights), together with such Uniform
Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as
“Debtor” and naming the Collateral Agent for the benefit of the Senior Secured Parties, in form,
substance and number sufficient in the reasonable opinion of the Collateral Agent and its special
counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which
filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the
Senior Secured Parties the Lien on Collateral conferred under such Security Instrument to the
extent such Lien may be perfected by Uniform Commercial Code filing, and if such Subsidiary owns
any Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all
schedules thereto appropriately completed) duly executed by such Subsidiary;



     (c) if the Subsidiary Securities issued by such Subsidiary that are, or are required to
become, Pledged Interests, shall be owned by a Subsidiary who has not then executed and delivered
to the Collateral Agent a Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the
Collateral Agent, for the benefit of the Senior Secured Parties, in such equity interests, a Pledge
Joinder Agreement executed by the Subsidiary (with all schedules thereto appropriately completed)
that directly owns such Subsidiary Securities (or, as to the Pledged Interests issued by any Direct
Foreign Subsidiary, in a form acceptable to the Collateral Agent), and if such Subsidiary
Securities shall be owned by SEI or a Subsidiary who has previously executed a Pledge Agreement, a
Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to such
Subsidiary Securities;



     (d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8
of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities
and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank
affixed thereto;




     (i) (A) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly
executed by the pledgor as “Debtor” and naming the Collateral Agent for the benefit of the
Senior Secured Parties as “Secured Party,” in form, substance and number sufficient in the
reasonable opinion of the Collateral Agent and its special
counsel to be filed in all Uniform Commercial Code filing offices and in all
jurisdictions in which filing is necessary or advisable to perfect in favor of the
Collateral Agent for the benefit of the Senior Secured Parties the Lien on such Subsidiary
Securities and (B) if the Pledged Interests issued by such Subsidiary do not constitute
securities and such Subsidiary has not elected to have such interests treated as securities
under Article 8 of



90









 







the applicable Uniform Commercial Code, a control agreement from the
Registrar of such Subsidiary, in form and substance acceptable to the Collateral Agent and
in which the Registrar (1) acknowledges that the pledgor is at the date of such
acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary
Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the
Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary
Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities
nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without
the prior written consent of the Collateral Agent, in each instance, until it receives
notice from the Collateral Agent that all Liens on such Collateral in favor of the
Collateral Agent for the benefit of the Senior Secured Parties have been released or
terminated, and (4) agrees that upon receipt of notice from the Administrative Agent or the
Collateral Agent that an Event of Default has occurred and is continuing and that the
Subsidiary Securities identified in such notice have been transferred to a transferee
identified in such notice, it will duly record such transfer of Subsidiary Securities on the
appropriate registry without requiring further consent from the pledgor and shall thereafter
treat the transferee as the sole record and beneficial owner of such Subsidiary Securities
pending further transfer, notwithstanding any contrary instruction received from the
pledgor;



     (e) if requested by the Administrative Agent, an opinion of counsel to the Subsidiary dated as
of the date of delivery of the Guaranty and other Loan Documents provided for in this Section
6.19 and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in form
and substance reasonably acceptable to the Administrative Agent, including opinions, assumptions
and qualifications similar to those contained in the opinions of counsel delivered pursuant to
Section 4.01(a); and



     (f) current copies, certified by an appropriate officer of such Subsidiary, of the
Organization Documents of such Subsidiary, resolutions (or duly effected consent actions) of the
Board of Directors, partners, or appropriate committees thereof (and, if required by such
Organization Documents or applicable law, of the shareholders, members or partners) of such
Subsidiary authorizing the actions and the execution and delivery of documents described in this
Section 6.19.



     6.20 Use of Proceeds. Use the proceeds of the Credit Extensions for working capital, capital
expenditures, and other lawful corporate purposes.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, SEI
shall not, nor shall it permit any Subsidiary to, directly or indirectly:



91









 





     7.01 Financial Covenants.



     (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time
while any Loan is outstanding to be greater than the ratio set forth below applicable to the time
such Loan is outstanding:



	 	 	 	 	 
	 	 	Maximum Consolidated
	Measurement Date	 	Leverage Ratio
	 
	Closing Date through January 31, 2010
	 	 	5.00 to 1.00	 
	February 1, 2010 through January 31, 2011
	 	 	4.75 to 1.00	 
	February 1, 2011 and thereafter
	 	 	4.50 to 1.00	 





In the event of any fiscal year change permitted by the proviso to Section 7.12, the
periods set forth above shall be automatically adjusted to reflect the last day of the applicable
corresponding revised fiscal year end date as set forth in Section 1.05(c).




     (b) Consolidated Senior Secured Leverage Ratio. Permit at any time the Consolidated
Senior Secured Leverage Ratio to be greater than 1.25 to 1.00.



     (c) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage
Ratio as of the end of any Four-Quarter Period ending during any period set forth below to be less
than the ratio set forth below opposite such period:



	 	 	 	 	 
	 	 	Minimum Consolidated
	Period	 	Interest Coverage Ratio
	 
	Closing Date through January 31, 2010
	 	 	2.50 to 1.00	 
	February 1, 2010 and thereafter
	 	 	2.60 to 1.00	 





In the event of any fiscal year change permitted by the proviso to Section 7.12, the
periods set forth above shall be automatically adjusted to reflect the last day of the applicable
corresponding revised fiscal year end date as set forth in Section 1.05(c).




     (d) Minimum Unencumbered Domestic Liquid Assets. Permit at any time the aggregate
amount of Unencumbered Domestic Liquid Assets to be less than the greater of (x) $20,000,000 and
(y) the Outstanding Amount of all L/C Obligations at such time.



     7.02 Acquisitions. Enter into any agreement, contract, binding commitment or other
arrangement providing for any Acquisition, or take any action to solicit the tender of securities
or proxies in respect thereof in order to effect any Acquisition, unless:



     (a) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and
the line or lines of business of the Person to be acquired are the same as, similar to or related
to one or more line or lines of business conducted by SEI and its Subsidiaries;



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     (b) no Default or Event of Default shall have occurred and be continuing either immediately
prior to or immediately after giving effect to such Acquisition;



     (c) immediately after giving effect thereto, Available Liquidity shall be greater than or
equal to $25,000,000;



     (d) the Person acquired shall either (i) be a wholly-owned Domestic Subsidiary, or be merged
into SEI or an SEI Guarantor, immediately upon consummation of the Acquisition (or if assets are
being acquired, the acquiror shall be SEI or a SEI Guarantor), or (ii) be a wholly-owned Subsidiary
of one or both of the PR Borrowers or of a PR Guarantor, or be merged into a PR Borrower or a PR
Guarantor, immediately upon the consummation of the Acquisition (or if assets are being acquired,
the acquiror shall be a PR Borrower or a PR Guarantor), provided that the aggregate Cost of
Acquisition of all Acquisitions permitted under this part (d)(ii) shall not exceed $30,000,000;



     (e) either:




     (i) after giving pro forma historical effect to such Acquisition, (A) the Consolidated
Leverage Ratio shall be at least 0.50 less than the then maximum permitted Consolidated
Leverage Ratio under Section 7.01(a) (e.g., if the maximum permitted Consolidated
Leverage Ratio at the time of the applicable Acquisition is 5.00 to 1.00, then the maximum
Consolidated Leverage Ratio required to comply with this clause is 4.50 to 1.00) and (B) the
Consolidated Senior Secured Leverage Ratio shall be less than or equal to 1.25 to 1.00, in
each case which shall be demonstrated in a Compliance Certificate delivered pursuant to
subsection (f)(ii) below or, in the event no such Compliance Certificate is required and the
Cost of Acquisition of such Acquisition exceeds $5,000,000, in a separate calculation
provided to the Administrative Agent, or




     (ii) the Cost of Acquisition of such Acquisition, when combined with the Cost of
Acquisition of all other Acquisitions consummated since the beginning of the then-current
fiscal year, does not exceed the sum of (A) $75,000,000, and (B) the amount permitted by
this subsection (e)(ii) (without giving effect to any Acquisition consummated in reliance on
subsection (e)(i)) but not used in each previous fiscal year (including cumulative
carryovers) beginning with the fiscal year ending October 31, 2009; and



     (f) in the event the Cost of Acquisition of such Acquisition exceeds $20,000,000, SEI shall
have furnished to the Administrative Agent (i) pro forma historical financial statements as of the
end of the most recently completed fiscal year of SEI and most recent interim fiscal quarter, if
applicable, giving effect to such Acquisition and (ii) a Compliance Certificate prepared on a
historical pro forma basis as of the most recent date for which financial statements have been
furnished pursuant to Section 5.06(a) or Section 6.01(a) or (b) giving
effect to such Acquisition and all other Acquisitions since the last such certificate was
delivered, which certificate shall demonstrate that no Default or Event of Default would exist
immediately after giving effect thereto.



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     7.03 Capital Expenditures. Make Capital Expenditures which exceed in the aggregate in any
fiscal year of SEI, the sum of (a) $40,000,000, and (b) the amount permitted but not used in each
previous fiscal year (including cumulative carryovers) beginning with the fiscal year ending
October 31, 2009.



     7.04 Liens. Incur, create, assume or permit to exist any Lien, charge or other encumbrance of
any nature whatsoever with respect to any property or assets now owned or hereafter acquired by SEI
or any Subsidiary, other than:



     (a) Liens created under the Security Instruments in favor of the Collateral Agent and the
Senior Secured Parties, and otherwise existing as of the date hereof and as set forth in
Schedule 7.04;



     (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for
claims not yet due or which are being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves are being maintained in accordance with GAAP,
which Liens are not yet exercisable to effect the sale or seizure of property subject thereto;



     (c) (i) statutory Liens of landlords, (iii) Liens of carriers, warehousemen, mechanics,
materialmen and (iii) other Liens arising in the ordinary course of business and in existence less
than 90 days from the date of creation thereof for amounts not yet due or which are being contested
in good faith by appropriate proceedings diligently conducted, and with respect to which adequate
reserves are being maintained in accordance with GAAP, which Liens are not yet exercisable to
effect the sale or seizure of property subject thereto;



     (d) Liens incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security benefits or to
secure the performance of tenders, bids, leases, surety and appeal bonds, contracts (other than for
the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a
result of progress payments under government contracts;



     (e) easements (including reciprocal easement agreements and utility agreements),
rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other
restrictions, charges or encumbrances (whether or not recorded), which do not interfere
materially with the ordinary conduct of the business of SEI or any Subsidiary and which do not
materially detract from the value of the property to which they attach or materially impair the use
thereof by SEI or any Subsidiary;



     (f) purchase money Liens to secure Indebtedness permitted under Section 7.05(d)(i) and
incurred to purchase fixed assets (or, to the extent permitted by Section 7.05(f), any
Indebtedness extending the maturity of, or renewing, refunding or refinancing, in whole or in part,
such Indebtedness); provided, in each case, that such Indebtedness represents not less than
85% of the purchase price of such assets as of the date of purchase thereof and no property other
than the assets so purchased secures such Indebtedness;



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     (g) Liens arising in connection with Capital Leases permitted under Section
7.05(d)(i), provided that no such Lien shall extend to any Collateral or to any other
property other than the assets subject to such Capital Leases;



     (h) Liens on specific assets (other than any Equity Interests of any Subsidiary of SEI)
securing Acquired Indebtedness permitted under Section 7.05(d)(ii) (or, to the extent
permitted by Section 7.05(f), any Indebtedness extending the maturity of, or renewing,
refunding or refinancing, in whole or in part, such Indebtedness); provided, in each case,
that (i) no such Lien extends to any property other than the property acquired (or the property of
the Person acquired), and (ii) the aggregate principal amount of all Indebtedness secured by such
Liens does not exceed $50,000,000 at any time the Consolidated Senior Secured Leverage Ratio is
less than or equal to 1.00 to 1.00, or $25,000,000 at any other time; and



     (i) Liens in favor of SEI or any SEI Guarantor.



     7.05 Indebtedness. Incur, create, assume or permit to exist any Indebtedness, howsoever
evidenced, except:



     (a) Indebtedness existing as of the Closing Date as set forth either (i) in Schedule
7.05(a)(i) with respect to SEI and its Subsidiaries on a consolidated basis (including without
limitation the Senior Indenture Notes, the Seller Financed Indebtedness and Non-Compete
Liabilities) or (ii) in Schedule 7.05(a)(ii) with respect to any Indebtedness owing by any
Subsidiary of SEI that is not a Guarantor to SEI or any SEI Guarantor; provided that except
as expressly set forth in (f) and (h) below, none of the instruments and agreements evidencing or
governing such Indebtedness shall be amended, modified or supplemented after the Closing Date in
any manner that would be less favorable in any material respect to the Administrative Agent and the
Lenders than as in effect on the Closing Date;



     (b) Indebtedness owing to the Administrative Agent or any Lender in connection with this
Agreement, any Note or other Loan Document;



     (c) the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business;



     (d) (i) purchase money Indebtedness described in Section 7.04(f) and Capital Leases
described in Section 7.04(g), and (ii) secured Acquired Indebtedness described
in Section 7.04(h);



     (e) obligations (contingent or otherwise) of SEI or any Subsidiary existing or arising under
any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in
the ordinary course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person, and not for purposes of
speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;




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     (f) Indebtedness extending the maturity of, or renewing, refunding or refinancing, in whole or
in part, the Indebtedness permitted under clause (a) or clause (d) above, provided that
that (i) the aggregate principal amount of such extended, renewed, refunded or refinanced
Indebtedness shall not be increased by such action (other than by amounts required to pay any fees,
premium or transaction costs in connection with such extension, renewal, refunding or refinancing),
(ii) the weighted average life of such Indebtedness shall not be less than the weighted average
life of the Indebtedness extended, renewed, refunded or refinanced thereby, (iii) the maturity date
of such Indebtedness shall not be before the maturity date of the Indebtedness extended, renewed,
refunded or refinanced thereby, (iv) the group of direct or contingent obligors on such
Indebtedness shall not be expanded as a result of any such action, (v) the terms relating to
collateral (if any) or subordination (if any) of such Indebtedness, or any instrument or agreement
entered into in connection therewith, shall be no less favorable in any material respect to the
Lenders, (vi) immediately before and immediately after giving effect to any such extension,
renewal, refunding or refinancing, no Default or Event of Default shall have occurred and be
continuing, and (vii) in the case of any such Indebtedness that extends, renews, refunds or
refinances the Senior Indenture Notes in whole or in part, the earliest maturity (including any
mandatory prepayments and “put” options of the holders thereof, other than customary and usual
mandatory prepayments and put rights or repurchase obligations arising as a result of a change in
control (so long as such change in control provision is not more restrictive than the Change of
Control provided herein) and customary and usual obligations requiring prepayments or repurchases
with the proceeds of asset sales in the event such proceeds are not used or required to be used to
reinvest or pay down senior indebtedness) of any such Indebtedness is not earlier than the date
that is six months after the Maturity Date;



     (g) unsecured intercompany Indebtedness for loans and advances made (i) by SEI to any SEI
Guarantor, (ii) by any SEI Guarantor to SEI or any SEI Guarantor, (iii) by any PR Borrower or any
PR Guarantor to SEI, any SEI Guarantor, any PR Guarantor or any PR Borrower, (iv) by any Subsidiary
that is not a Borrower or a Guarantor to SEI or any of its Subsidiaries, (v) by any Borrower or any
Guarantor to any Subsidiary that is not a Borrower or a Guarantor in an aggregate amount not to
exceed $5,000,000 at any time outstanding, and (vi) by SEI or any SEI Guarantor to any PR Borrower
or any PR Guarantor, subject to the PR Downstream Limit;



     (h) one or more issuances of Refinancing Indebtedness in a maximum aggregate principal amount
not to exceed the Maximum Specified Additional Debt Amount in effect at the time of such issuance,
so long as (i) no Default has occurred and is continuing at the time of, or would result from, such
issuance, and (ii) 100% of the net proceeds thereof is used to repay outstanding amounts under the
Senior Indenture Notes (including interest, premium, fees and expenses in connection therewith) in
connection with a tender or call for all or substantially all thereof;



     (i) additional unsecured Indebtedness of SEI not otherwise covered by clauses (a) through (h)
above and clauses (j) through (l) below, provided that (i) such Indebtedness is either not
guaranteed by any Subsidiary of SEI or is expressly subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent, (ii) no Default has occurred and is
continuing at the time of, or would result from, such issuance or incurrence, and (iii) in the
event any issuance or incurrence of any such Indebtedness, whether in a single transaction or in a



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series of related transactions, is in a maximum principal amount in excess of $50,000,000, SEI
shall have delivered a Compliance Certificate prepared on an historical pro forma basis as of the
most recent date for which financial statements have been furnished pursuant to Section
5.06(a) or Section 6.01(a) or (b), which certificate shall demonstrate that no
Default or Event of Default would exist immediately after giving effect to the incurrence or
issuance of such Indebtedness;



     (j) additional unsecured Indebtedness of SEI or any SEI Guarantor not otherwise covered by
clauses (a) through (i) above and clauses (k) through (l) below, which Indebtedness may be
guaranteed by SEI or any SEI Guarantor (but, notwithstanding Section 7.05(k) below, not by
any Subsidiary of SEI that is not a SEI Guarantor), so long as no Default has occurred and is
continuing at the time of, or would result from, such issuance or incurrence, and such Indebtedness
is issued or incurred on terms and conditions that are either (A) typical for the issuance of high
yield notes at such time and otherwise no more restrictive than, or less advantageous to the
Lenders under, this Agreement (including terms of maturity, amortization, security and priority),
or (B) reasonably satisfactory to the Administrative Agent; provided that (i) if SEI does
not demonstrate that, after giving effect to any such Indebtedness, (A) the Consolidated Leverage
Ratio is at least 0.50 less than the then maximum permitted Consolidated Leverage Ratio under
Section 7.01(a) (e.g., if the maximum permitted Consolidated Leverage Ratio at the time of
the applicable issuance or incurrence of Indebtedness is 5.00 to 1.00, then SEI would need to
demonstrate that the Consolidated Leverage Ratio is less than or equal to 4.50 to 1.00 for this
clause (A) not to apply) and (B) the Consolidated Senior Secured Leverage Ratio is less than or
equal to 1.25 to 1.00, then the maximum principal amount of all such Indebtedness permitted under
this Section 7.05(j) shall not exceed $150,000,000 at any time outstanding, and (ii) in the
event any issuance or incurrence of any such Indebtedness, whether in a single transaction or in a
series of related transactions, is in a maximum principal amount in excess of $50,000,000, SEI
shall have delivered a Compliance Certificate prepared on an historical pro forma basis as of the
most recent date for which financial statements have been furnished pursuant to Section
5.06(a) or Section 6.01(a) or (b), which certificate shall demonstrate that no
Default or Event of Default would exist immediately after giving effect to the incurrence or
issuance of such Indebtedness;



     (k) the guarantee by SEI or any Subsidiary of any Indebtedness of SEI or any SEI Guarantor
that was permitted to be incurred, created, assumed or to exist by another provision of this
Section 7.05 (except to the extent any such guarantee is prohibited by the provisions
permitting such Indebtedness); and



     (l) unsecured Indebtedness of SEI or any Subsidiary in respect of performance bonds, worker’s
compensation claims, surety or appeal bonds and payment obligations in connection with self
insurance or similar obligations, in each case to the extent incurred in the ordinary course of
business.



     7.06 Transfer of Assets. Sell, lease, transfer or otherwise Dispose of any assets other than:



     (a) Dispositions of inventory or trust fund assets in the ordinary course of business,



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     (b) Dispositions of tangible real and personal property which, in the aggregate during any
fiscal year (without carrying forward any unused amount from a prior fiscal year), have a fair
market value, taken together with the fair market value of all De Minimis Dispositions permitted by
clause (j) below, of $6,500,000 or less and is not replaced by tangible real and personal property
having at least equivalent value;



     (c) transfers of assets necessary to give effect to merger or consolidation transactions
permitted by Section 7.08;



     (d) the Disposition of Eligible Securities and other marketable securities so long as such
Disposition is made in the ordinary course of management of the investment portfolio of SEI and its
Subsidiaries;



     (e) transfers by SEI or any Subsidiary of all or a portion of the Subsidiary Securities of any
Subsidiary to one or more SEI Guarantors, so long as any SEI Guarantor to which such transfer is
made executes a Pledge Agreement or a Pledge Agreement Supplement, as applicable, with respect to
such Subsidiary Securities and otherwise takes such actions and delivers such documents as are
reasonably deemed necessary by the Collateral Agent to perfect the security interest of the
Collateral Agent in such Subsidiary Securities;



     (f) other Asset Dispositions after the Closing Date in an aggregate amount not to exceed
$175,000,000, provided that (i) such Asset Disposition shall be for consideration not less
than the fair market value of the assets so Disposed, such fair market value to be evidenced by a
resolution of the Board of Directors of SEI or the applicable Subsidiary set forth in a certificate
of a Responsible Officer of SEI delivered to the Administrative Agent with respect to any Asset
Disposition yielding Adjusted Disposition Proceeds in excess of $20,000,000, (ii) for any Asset
Disposition yielding Adjusted Disposition Proceeds in excess of $10,000,000, not less than
seventy-five percent (75%) of the total consideration received therefor shall be in cash, (iii) no
Default or Event of Default shall have occurred and be continuing either immediately prior to or
immediately after giving effect to such Asset Disposition, (iv) with respect to any Asset
Disposition yielding Adjusted Disposition Proceeds in excess of $20,000,000, SEI shall have
furnished to the Administrative Agent (A) pro forma historical financial statements as of the end
of the most recently completed fiscal quarter of SEI, if applicable, giving effect to such Asset
Disposition and (B) a certificate in the form of Exhibit D prepared on a historical pro
forma basis as of the most recent date for which financial statements have been furnished pursuant
to Section 5.06(a) or Section 6.01(a) or (b) giving effect to such Asset
Disposition, which certificate shall demonstrate that no Default or Event of Default would exist
immediately after giving effect thereto, and (v) the aggregate amount of all such Asset
Dispositions in any fiscal year of SEI shall not exceed $60,000,000;



     (g) transfers of assets made (i) by SEI or any SEI Guarantor to any SEI Guarantor, (ii) by any
PR Borrower or any PR Guarantor to any SEI Guarantor, any PR Guarantor or any PR Borrower, (iii) by
any Subsidiary that is not a Borrower or a Guarantor to any other Subsidiary, (iv) by any Borrower
or any Guarantor to any Subsidiary that is not a Borrower or a Guarantor with an aggregate fair
market value not to exceed $2,000,000 during any fiscal year (without carrying forward any unused
amount from a prior fiscal year), and (v) by SEI or any SEI Guarantor to any PR Borrower or any PR
Guarantor, subject to the PR Downstream Limit;



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     (h) the Disposition of Foreign Cash Equivalents so long as such Disposition is made in the
ordinary course of management of the investment portfolio of SEI and its Subsidiaries;



     (i) any sale and leaseback transaction permitted by Section 7.14; and



     (j) De Minimis Dispositions after the Closing Date which, in the aggregate during any fiscal
year (without carrying forward any unused amount from a prior fiscal year), have a fair market
value, taken together with the fair market value of all Dispositions permitted by clause (b) above,
of $5,000,000 or less.



     7.07 Investments. Make any Investments, except:



     (a) Investments in securities of any Person acquired in an Acquisition permitted hereunder;



     (b) Investments in Eligible Securities and other marketable securities in the ordinary course
of management of the investment portfolio of SEI and its Subsidiaries;



     (c) Investments existing as of the date hereof and as set forth in Schedule 5.04,
Schedule 5.05 or Schedule 7.07(c), provided that this Section
7.07(c) shall continue to apply to any Investments identified on any such schedule that are
transferred from the holder thereof on the Closing Date to SEI or one or more of its Subsidiaries
in compliance with Section 7.06(g);



     (d) accounts receivable arising and trade credit granted in the ordinary course of business
(including loans or advances made to customers to finance the purchase of goods and services sold
or provided by SEI and its Subsidiaries) and any securities received in satisfaction or partial
satisfaction thereof in connection with accounts of financially troubled Persons to the extent
reasonably necessary in order to prevent or limit loss;



     (e) Investments (including loans, advances and equity investments) (i) by SEI or any SEI
Guarantor in SEI or any SEI Guarantor, (ii) by any PR Borrower or any PR Guarantor in SEI, any SEI
Guarantor, any PR Guarantor or any PR Borrower, (iii) by any Subsidiary that is not a Borrower or a
Guarantor in any other Subsidiary, and (iv) by SEI or any SEI Guarantor in any PR Borrower or any
PR Guarantor, subject to the PR Downstream Limit;



     (f) to the extent not otherwise permitted by the other subsections of this Section
7.07, Investments consisting of loans, advances, equity interests and debt securities owned by
any Person acquired in an Acquisition permitted hereunder (but excluding Investments acquired by
such Person in contemplation of such Acquisition); provided that (i) within one
hundred eighty (180) days of the consummation of the related Acquisition such Investments shall be
liquidated by SEI or the applicable Subsidiary, as appropriate, so that the aggregate outstanding
book value or fair market value, whichever is greater, of all Investments acquired in all
Acquisitions shall not then exceed $15,000,000, and (ii) with respect to any such Investments that
remain in place on the day that is one hundred eighty (180) days after the consummation of the
related Acquisition, SEI or the applicable Subsidiary, as appropriate, shall have executed and
delivered all documents and taken all such other action as the Administrative Agent and the
Collateral Agent shall reasonably deem to be necessary and sufficient to confer on the Collateral
Agent for



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the benefit of the Senior Secured Parties a duly perfected Lien thereon subject only to
Permitted Liens;



     (g) other Investments in an aggregate principal amount during any fiscal year of SEI not to
exceed $15,000,000 plus amounts previously invested pursuant to this Section
7.07(g) and returned to the applicable Person (either as a repayment of a loan or advance or
return of equity capital) during such fiscal year; provided, that any portion of an amount
that is permitted to be invested in a fiscal year, if not invested in such fiscal year, may be
carried over for investment in successive fiscal years;



     (h) any investment by a Subsidiary that is not a Domestic Subsidiary in Foreign Cash
Equivalents;



     (i) any investment made as a result of the receipt of non-cash consideration from an Asset
Disposition in connection with Section 7.06(f); and



     (j) funds placed in escrow accounts or trust funds (including the deposit of the amount of the
Florida Bond Obligation in a trust fund in lieu of the Florida Bond Obligation) for purposes of
future delivery of property, merchandise or services or care and maintenance of cemetery property,
in each case in the ordinary course of business.



     7.08 Merger or Consolidation. (a) Consolidate with or merge into any other Person, or (b)
permit any other Person to merge into it, or (c) sell, transfer, lease or otherwise dispose of all
or a substantial part of its assets (other than sales permitted under Section 7.06;
provided, that (i) any SEI Guarantor may merge or transfer all or substantially all of its
assets into or consolidate with SEI or any SEI Guarantor, and (ii) any other Person may merge into
or consolidate with SEI or any SEI Guarantor, provided SEI or such SEI Guarantor is the surviving
party, (iii) subject to Section 6.19, any Subsidiary may merge into or consolidate with any
other Person in order to consummate an Acquisition permitted by Section 7.02, and (iv)
subject to Section 6.19, any Subsidiary that is not a Borrower or a Guarantor may merge or
transfer all or substantially all of its assets into or consolidate with SEI or any other
Subsidiary.



     7.09 Restricted Payments. Make any Restricted Payment or apply or set apart any of their
assets therefor or agree to do any of the foregoing except SEI may make any Restricted Payment
described in clause (a), (b) or (c) of the definition thereof, provided that (i) after
giving effect to each such Restricted Payment (other than conversions of or similar payments made
with
respect to the Senior Indenture Notes or any convertible notes that refinance the Senior
Indenture Notes, in each case to the extent permitted to be made by Section 7.17), the
aggregate amount of Restricted Payments made in the then current fiscal year shall not exceed the
Maximum Restricted Payment Amount then in effect for such fiscal year, and (ii) both before and
after giving effect to such Restricted Payment no Default or Event of Default shall have occurred
or be continuing.



     7.10 Transactions with Affiliates. Other than transactions permitted under Sections
7.07 and 7.08 or transactions with an individual fair market value of less than
$1,000,000 or an aggregate fair market value of $15,000,000 taken together with all such
transactions, enter into any transaction after the Closing Date, including, without limitation, the
purchase, sale, lease or



100









 







exchange of property, real or personal, or the rendering of any service,
with any Affiliate of SEI other than an SEI Guarantor, except (a) that such Persons may render
services to SEI or its Subsidiaries for compensation at the same rates generally paid by Persons
engaged in the same or similar businesses for the same or similar services, (b) that SEI or any
Subsidiary may render services to such Persons for compensation at the same rates generally charged
by SEI or such Subsidiary and (c) any purchase, sale, lease or exchange of property, real or
personal, otherwise permitted hereunder at market rates for similar properties; provided
that any such transaction in (a), (b) or (c) above must be in the ordinary course of business and
pursuant to the reasonable requirements of SEI’s (or any Subsidiary’s) business consistent with
past practice of SEI and its Subsidiaries and upon fair and reasonable terms no less favorable to
SEI (or any Subsidiary) than would be obtained in a comparable arm’s-length transaction with a
Person not an Affiliate.



     7.11 Compliance with ERISA, the Code and Foreign Benefit Laws. With respect to any Pension
Plan, Employee Benefit Plan or Multiemployer Plan:



     (a) permit the occurrence of any ERISA Event which would result in a liability on the part of
SEI or any ERISA Affiliate to the PBGC or to any Governmental Authority that could reasonably be
expected to result in a Material Adverse Effect;



     (b) permit the present value of all benefit liabilities under all Pension Plans to exceed the
current value of the assets of such Pension Plans allocable to such benefit liabilities;



     (c) permit any accumulated funding deficiency (as defined in Section 302 of ERISA and Section
412 of the Code) with respect to any Pension Plan, whether or not waived;



     (d) fail to make any contribution or payment to any Multiemployer Plan which SEI or any ERISA
Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any
law pertaining thereto;



     (e) engage, or permit SEI or any ERISA Affiliate to engage, in any prohibited transaction
under Section 406 of ERISA or Sections 4975 of the Code for which a civil penalty pursuant to
Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code may be imposed;



     (f) permit the establishment of any defined benefit plan that is subject to ERISA or Employee
Benefit Plan providing post-retirement medical benefits that is subject to ERISA, which
establishment could result in liability to SEI or any ERISA Affiliate or increase the obligation of
SEI or any ERISA Affiliate to a Multiemployer Plan;



     (g) establish or amend any Employee Benefit Plan, which establishment or amendment could
result in liability to SEI or any ERISA Affiliate that could reasonably be expected to result in a
Material Adverse Effect, or increase the obligation of SEI or any ERISA Affiliate to a
Multiemployer Plan that could reasonably be expected to result in a Material Adverse Effect; or



     (h) fail, or permit SEI or any ERISA Affiliate to fail, to establish, maintain and operate
each Employee Benefit Plan in compliance in all material respects with the provisions of



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ERISA, the
Code, all applicable Foreign Benefit Laws and all other applicable laws and the regulations and
interpretations thereof.



     7.12 Fiscal Year. Change its fiscal year unless (i) such change is, or is effected in
conjunction with, a change in the fiscal year required by applicable law or by binding order of an
applicable Governmental Authority, (ii) not later than the earlier to occur of sixty (60) days
prior to the effective date of any such change in its fiscal year or fifteen (15) days after
receiving notice of the order or law requiring such change, SEI shall have given the Administrative
Agent notice of its intention (whether absolute or conditioned on the receipt of the application to
it of any such law or order) to make such change and specifying such change, and (iii) not later
than fifteen (15) days prior to any such change in the fiscal year becoming effective the Borrowers
and the Required Lenders have entered into an appropriate amendment to this Agreement with respect
to the covenants set forth in Article VII appropriately reflecting the impact of such
change of the fiscal year to the satisfaction of the Required Lenders; provided that SEI
may, with the prior written consent of the Administrative Agent, change its calendar fiscal year to
a 5-4-4 fiscal year cycle.



     7.13 Dissolution, Etc. Wind up, liquidate or dissolve (voluntarily or involuntarily) or
commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except
(a) in connection with a merger or consolidation permitted pursuant to Section 7.08, or (b)
with respect to any Subsidiary that at such time both (i) is inactive and (ii) has total assets
with a net book value not greater than $25,000.



     7.14 Limitations on Sales and Leasebacks. Enter into any arrangement or arrangements with any
Person providing for the leasing by SEI or any Subsidiary of real or personal property, whether now
owned or hereafter acquired, in a single transaction or series of related transactions, which has
been or is to be sold or transferred by SEI or any Subsidiary to such Person or to any other Person
to whom funds have been or are to be advanced by such Person on the security of such property or
rental obligations of SEI or any Subsidiary other than any such sale and leaseback of that certain
portion of ground bearing municipal address 1333 South Clearview Parkway, Jefferson, Louisiana
70121, together with all improvements thereon.



     7.15 Change in Control. Cause, suffer or permit to exist or occur any Change of Control.



     7.16 Negative Pledge Clauses. Except for limitations contained in the Senior 2005 (6.250%)
Indenture or, to the extent satisfactory to the Administrative Agent in its reasonable discretion,
in the documentation for the Refinancing Indebtedness, enter into or cause, suffer or permit to
exist any agreement with any Person other than the Collateral Agent, the Administrative Agent and
the Lenders pursuant to this Agreement or any other Loan Documents which prohibits or limits the
ability of any of SEI or any Subsidiary to create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter acquired; provided
that the foregoing shall not apply to (i) customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, so long as each such restriction
and condition applies only to the Subsidiary that is to be sold and such sale is a Disposition
permitted under this Agreement, (ii) restrictions or conditions imposed by any agreement relating
to Indebtedness secured by any Lien permitted by Section 7.04(f), (g) or



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(h) so long as each such restriction or condition applies only to the property or assets on
which a Lien is, and is permitted to be, granted to secure such Indebtedness, (iii) customary
provisions in leases restricting the assignment thereof, and (iv) restrictions governing
Indebtedness permitted under Section 7.05(i) or 7.05(j) that do not in any manner
restrict the ability of any Borrower, any SEI Guarantor or any PR Guarantor to grant first-priority
Liens on any of their properties or assets to secure the Obligations (including with respect to any
extension, renewal, replacement or refinancing thereof).



     7.17 Prepayments, Etc., of Indebtedness.



     (a) Prepay, redeem, purchase, defease or otherwise satisfy any Indebtedness of the type
permitted by Section 7.05(a), (d), (f), (h), (i) or
(j) prior to the scheduled maturity thereof or make any payment in violation of any
subordination provisions applicable thereto, except for (i) any refinancing with the proceeds of
Indebtedness permitted by Section 7.05(f), (ii) a call of, or tender for, all or
substantially all of the Senior Indenture Notes using any combination of an issuance of Refinancing
Indebtedness and Loans hereunder (other than any utilization of the increase option provided in
Section 2.14), (iii) the prepayment of the Seller Financed Indebtedness, (iv) the
prepayment of Acquired Indebtedness, and (v) other prepayments and repurchases of Indebtedness so
long as such prepayment or repurchase is not made with the proceeds of any Loan and either (x)
there are at least $35,000,000 of Unencumbered Domestic Liquid Assets after giving effect to such
prepayment or repurchase and no Loans have been made within the thirty (30) days preceding such
prepayment or repurchase or (y) the aggregate amount of cash used to make such prepayment or
repurchase pursuant to this clause (y), when added to the aggregate amount of cash used to make any
other prepayments or repurchases within the last twelve (12) months pursuant to either clause (x)
or this clause (y), does not exceed $25,000,000 in the aggregate.



     (b) Amend, modify or change in any manner any term or condition of any Indebtedness other than
amendments, modifications or changes (i) pursuant to Section 7.05(f) or that otherwise meet
the requirements in the proviso to clause (f) of Section 7.05 (as if the
amended, modified or changed terms or conditions were contained in Indebtedness extending,
renewing, refunding or refinancing such Indebtedness), (ii) with respect to any Indebtedness
incurred after the Closing Date that was permitted to be incurred pursuant to Section 7.05
without the approval of the terms thereof by the Administrative Agent, so long as, as so amended,
modified or changed, such Indebtedness would have been permitted to be incurred without the
approval of the Administrative Agent, or (iii) with respect to Indebtedness incurred after the
Closing Date the terms of which were required by Section 7.05 to be approved by the
Administrative Agent, so long as such amendment, modification or change does not result in the
terms of any such Indebtedness being less favorable in any material respect to the Administrative
Agent and the Lenders.



     7.18 Limitations on Upstreaming. Enter into any agreement restricting or limiting the payment
of dividends or other distributions or the transfer of assets from any Subsidiary to SEI or to any
other Subsidiary owning Subsidiary Securities of such Subsidiary.



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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Any of the following shall constitute an Event of Default:



     (a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii)
within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C
Obligation, any fee due hereunder, or any other amount payable hereunder or under any other Loan
Document; or



     (b) Specific Covenants. Any Borrower fails to perform or observe (i) any term,
covenant or agreement contained in any of Section 6.07, 6.11, 6.12 or
6.19 or Article VII (other than Section 7.11), (ii) any term, covenant or
agreement set forth in Section 7.11 and such default is not cured within five (5) days of
its occurrence, or (iii) any term, covenant or agreement set forth in Section 6.01 and such
default is not cured within fifteen (15) days of its occurrence; or



     (c) Other Defaults. Any Loan Party (i) fails to perform or observe any other
covenant, agreement or provision contained in this Agreement or the Notes (other than as described
in clauses (a) or (b) above) and such default shall continue for thirty (30) or more days after the
earlier of receipt of notice of such default by a Responsible Officer from the Administrative Agent
or an Executive Officer of SEI becomes aware of such default, or (ii) fails in the performance or
observance of, or any other default shall occur under, any covenant, agreement or provision
contained in any of the other Loan Documents (beyond any applicable grace period, if any, contained
therein) or in any instrument or document evidencing or creating any obligation, guaranty, or Lien
in favor of the Collateral Agent, the Administrative Agent or any of the Lenders or delivered to
the Collateral Agent, the Administrative Agent or any of the Lenders in connection with or pursuant
to this Agreement or any of the Obligations, or if any
Loan Document ceases to be in full force and effect (other than as expressly provided for
hereunder or thereunder or with the express written consent of the Administrative Agent), or if
without the written consent of the Lenders, this Agreement or any other Loan Document shall be
disaffirmed or shall terminate, be terminable or be terminated or become void or unenforceable for
any reason whatsoever (other than as expressly provided for hereunder or thereunder or with the
express written consent of the Administrative Agent); or



     (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading when made or deemed made; or



     (e) Cross-Default. (i) SEI or any Subsidiary (A) fails to make any payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect
of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than $10,000,000, or (B) fails to observe or perform any



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other agreement or condition
relating to any such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary
or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to
be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as
to which SEI or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B)
any Termination Event (as so defined) under such Swap Contract as to which SEI or any Subsidiary is
an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by SEI or
such Subsidiary as a result thereof is greater than $10,000,000; or



     (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes
or consents to the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any
proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or



     (g) Inability to Pay Debts; Attachment. (i) SEI or any Subsidiary becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or levied against any
property of any such Person with an aggregate fair market value in excess of $5,000,000 and is not
released, vacated or fully bonded within 30 days after its issue or levy; or



     (h) Judgments. There is entered against SEI or any Subsidiary a final judgment or
order for the payment of money in an aggregate amount exceeding $5,000,000 (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage),
and (i) enforcement proceedings are commenced by any creditor upon such judgment or order to attach
or levy upon the assets of SEI and its Subsidiaries to enforce any such judgment, or (ii) there is
a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or



     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of SEI under Title
IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$5,000,000, or (ii) SEI or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to



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its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000; or



     (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder or
satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan
Party or any other Person contests in any manner the validity or enforceability of any Loan
Document; or any Loan Party denies that it has any or further liability or obligation under any
Loan Document, or purports to revoke, terminate or rescind any Loan Document; or



     (k) Security Instruments. Any Security Instruments after delivery thereof pursuant to
Section 4.01 or 6.19 shall for any reason (other than pursuant to the terms
thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by
Section 7.04) on the Collateral purported to be covered thereby; or



     (l) Suspension or Operations. SEI or any Subsidiary shall, other than in the ordinary
course of business (as determined by past practices), suspend all or any part of its operations
material to the conduct of the business of SEI, on a consolidated basis, for a period of more than
60 days.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;



     (c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and



     (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan Documents;



     (e) direct the Collateral Agent to exercise on behalf of the Senior Secured Parties all rights
and remedies available to the Senior Secured Parties under the Security Instruments;


provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the United States or any
similar laws of Puerto Rico, the obligation of each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations


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as
aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.



The Administrative Agent agrees to notify SEI promptly after taking any of the actions set forth in
clauses (a), (b) or (c) above, provided that the failure to give such notice shall not
affect the validity of any such action.




     8.03 Application of Funds. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations, subject to the
provisions of Sections 2.07, 2.18 and 10.14, shall be applied by the
Administrative Agent in the following order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and the Collateral Agent and amounts payable under Article III)
payable to the Administrative Agent and the Collateral Agent, in each case, its capacity as such;



     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest, Letter of Credit Fees and Obligations then owing
under Secured Hedge Agreements and Secured Cash Management Agreements) payable to the Lenders
and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III), ratably among them in proportion
to the respective amounts described in this clause Second payable to them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations (other than
Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements),
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in
this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;



     Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.03 and 2.18;



     Sixth, to payment of that portion of the Obligations constituting unpaid Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the
Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the
respective amounts described in this clause Sixth held by them;



     Seventh, to the payment of all other Obligations of the Loan Parties owing under or in
respect of the Loan Documents that are due and payable to the Administrative Agent and the



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Lenders,
or any of them, on such date, ratably based on the respective aggregate amounts of all such
Obligations owing to the Administrative Agent and the Lenders on such date; and



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrowers or as otherwise required by Law.


Subject to Sections 2.03(c) and 2.18, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the order set forth
above.




     Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements shall be excluded from the application described above if the
Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or
Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this
Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of
the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for
itself and its Affiliates as if a “Lender” party hereto.



ARTICLE IX.

ADMINISTRATIVE AGENT AND COLLATERAL AGENT




     9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent and the Collateral Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent and the
Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent and the Collateral Agent, respectively, by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders
and the L/C Issuer, and no Borrower nor any other Loan Party shall have any rights as a third party
beneficiary of any of such provisions.



     9.02 Rights as a Lender. The Person serving as the Administrative Agent or the Collateral
Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent or the Collateral
Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative Agent and the Person
serving as or the Collateral Agent hereunder in their respective individual capacities. Each such
Person and their respective Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with SEI or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to
the Lenders.



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     9.03 Exculpatory Provisions. Neither the Administrative Agent nor the Collateral Agent shall
have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, neither the Administrative Agent nor
the Collateral Agent:




     (a) shall be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




     (b) shall have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that the Administrative Agent or the Collateral Agent is required to exercise
as directed in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that neither the Administrative Agent nor the Collateral Agent shall be
required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent or the Collateral Agent to liability
or that is contrary to any Loan Document or applicable law; and




     (c) shall, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, nor shall any such Person be liable for the failure to disclose, any
information relating to any Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as the Administrative Agent or the Collateral Agent or any of
their respective Affiliates in any capacity.



     Neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken
or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or the
Collateral Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Administrative Agent nor the Collateral Agent shall
be deemed to have knowledge of any Default unless and until notice describing such Default is given
to the Administrative Agent or the Collateral Agent, as applicable, by a Borrower, a Lender or the
L/C Issuer, and notice to the Administrative Agent or the Collateral Agent shall not constitute
notice to the other.



     Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent or the Collateral Agent, as applicable.



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     9.04 Reliance by Administrative Agent and Collateral Agent. The Administrative Agent and the
Collateral Agent shall each be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper
Person. The Administrative Agent and the Collateral Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper Person, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to
the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall
have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such
Loan or the issuance of such Letter of Credit. The Administrative Agent and the Collateral Agent
may consult with legal counsel (who
may be counsel for any Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.



     9.05 Delegation of Duties. The Administrative Agent and the Collateral Agent may each perform
any and all of its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub agents appointed by the Administrative Agent or the
Collateral Agent, as applicable. The Administrative Agent, the Collateral Agent and any such sub
agent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article IX shall apply to
any such sub agent and to the Related Parties of the Administrative Agent or the Collateral Agent
and any such sub agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative
Agent or Collateral Agent, as applicable.



     9.06 Resignation of Administrative Agent/Collateral Agent. Each of the Administrative Agent
and the Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C
Issuer and SEI. Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with SEI, to appoint a successor, which shall be a bank with an office
in the United States, or an Affiliate of any such bank with an office in the United States. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent or Collateral Agent, as
applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral
Agent, as applicable, may on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth
above; provided that if the Administrative Agent or the Collateral Agent, as applicable,
shall notify SEI and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent or the Collateral Agent on behalf of the Senior Secured
Parties under any of the Loan Documents, the retiring Administrative Agent or Collateral Agent, as
applicable, shall continue to hold such



110









 







collateral security until such time as a successor
Administrative Agent or Collateral Agent, as applicable, is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as
applicable, hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral
Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable,
shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees
payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed among the Borrowers and such successor. After the retiring Administrative Agent’s
or Collateral Agent’s, as applicable, resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall continue in effect for the benefit of
such retiring Administrative Agent or Collateral Agent, as applicable, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent or Collateral Agent, as applicable, was acting as
Administrative Agent or Collateral Agent, as applicable.



     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer, Swing Line Lender and Collateral Agent. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer, Swing Line Lender and Collateral Agent, (b) the retiring L/C Issuer, Swing Line Lender
and Collateral Agent shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of Credit.



     9.07 Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that
it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or
any other Lender or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.



     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Arranger, any Syndication Agent, any Documentation Agent or any other similar title listed on the
cover page hereof shall have any powers, duties or responsibilities under this Agreement



111









 







or any of
the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the
Collateral Agent, a Lender or the L/C Issuer hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise




     (a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders, the L/C Issuer, the Administrative Agent and the Collateral
Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders, the L/C Issuer, the Administrative Agent and the Collateral Agent
and their respective agents and counsel and all other amounts due the Lenders, the L/C
Issuer, the Administrative Agent and the Collateral Agent under Sections 2.03(h) and
(i), 2.09 and 10.04) allowed in such judicial proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender, the L/C Issuer and the
Collateral Agent to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lenders, the L/C
Issuer and the Collateral Agent, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender, the L/C Issuer or the Collateral Agent any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect
of the claim of any Lender or the L/C Issuer in any such proceeding.



     9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize
the Administrative Agent and the Collateral Agent, at their option and in their discretion,




     (a) to release any Lien on any property granted to or held by the Collateral Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and payment in
full of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part
of or in connection with any sale permitted hereunder or under any other Loan



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Document,
including as provided in Section 3A.04, or (iii) subject to Section 10.01,
if approved, authorized or ratified in writing by the Required Lenders;




     (b) to subordinate any Lien on any property granted to or held by the Collateral Agent
under any Loan Document to the holder of any Lien on such property that is permitted by
Section 7.04(f); and




     (c) to release any Guarantor from its obligations under any Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder, including as
provided in Section 3A.04.



     Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its
obligations under any Guaranty pursuant to this Section 9.10.



     9.11 Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank
or Hedge Bank that obtains the benefit of the provisions of Section 8.03, any Guaranty or
any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Instrument
shall have any right to notice of any action or to consent to, direct or object to any action
hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the
release or impairment of any Collateral) or any other matters under the Loan Documents other than
in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan
Documents. Notwithstanding any other provision of this Article IX to the contrary, neither
the Administrative Agent nor the Collateral Agent shall be required to verify the payment of, or
that other satisfactory arrangements have been made with respect to, Obligations arising under
Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has
received written notice of such Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the
case may be.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. Except as provided in Section 2.14 with respect to an
Incremental Facility Amendment, no amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by any Borrower or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or
the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:



     (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;



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     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document without the written consent of each Lender directly
affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation
of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
payable hereunder;



     (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender;



     (f) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender;



     (g) except as expressly contemplated otherwise in this Agreement or the other Loan Documents,
release all or substantially all of the Guarantors or Collateral from the applicable Loan Documents
without the written consent of each Lender;


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without
the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders may be effected with the consent of
all Lenders other than Defaulting Lenders), except that (i) the Commitment of such Defaulting
Lender may not be increased or extended without the consent of


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 such Lender and (ii) any amendment,
waiver or consent requiring the consent of
all Lenders or each affected Lender that by its terms
affects any Defaulting Lender more adversely than other affected Lenders shall require the consent
of such Defaulting Lender.




     10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to a Borrower, to such Borrower in care of SEI at the address, telecopier
number, electronic mail address or telephone number specified for SEI on Schedule
10.02;




     (ii) if to the Administrative Agent, the Collateral Agent, the L/C Issuer or the Swing
Line Lender, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and




     (iii) if to any other Lender, to the address, telecopier number, electronic mail
address or telephone number specified in its Administrative Questionnaire.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b).



     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e
mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C
Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or SEI (for itself and on behalf of the Borrowers) may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the



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next business day
for the recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the Collateral
Agent or any of their respective Related Parties (collectively, the “Agent Parties”) have
any liability to any Borrower, any Lender, the L/C Issuer or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out
of any Borrower’s, the Administrative Agent’s or the Collateral Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to any
Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).



     (d) Change of Address, Etc. Each of SEI, the Administrative Agent, the Collateral
Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to SEI, the Administrative Agent, the Collateral Agent, the L/C
Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions for such Lender.
Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such
Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to any Borrower or its securities for
purposes of United States Federal or state securities laws.



     (e) Reliance by Administrative Agent, the Collateral Agent, L/C Issuer and Lenders.
The Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders shall be entitled



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to
rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of a Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. Each Borrower shall indemnify the Administrative Agent, the Collateral
Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of any Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer, the
Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.



     Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent and the Collateral Agent in accordance with Section 8.02 for the
benefit of all the Lenders and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent or the Collateral Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as
Administrative Agent or the Collateral Agent, as the case may be) hereunder and under the other
Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case
may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights
in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative
Agent and Collateral Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to
Section 8.02 and the rights ascribed to the Collateral Agent in the other Loan Documents
and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso
and subject to Section 2.13, any Lender may, with the consent of the Required Lenders,
enforce any rights and remedies available to it and as authorized by the Required Lenders.



     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable out of pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the



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syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred
by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer (including the
fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent,
any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its rights under this
Section 10.04, or (B) in connection with the Loans made or Letters of Credit issued
hereunder, including all such out of pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.



     (b) Indemnification by the Borrowers. The Borrowers shall indemnify each Indemnitee
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and the Collateral
Agent (and any sub-agent thereof) and their respective Related Parties only, the administration of
this Agreement and the other Loan Documents (including in respect of any matters addressed by
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or
any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or
by a Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a
Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if such Borrower or such other Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.



     (c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them
to the Administrative Agent or the Collateral Agent (or any sub-agent of either of them),



118









 







the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent (or
any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under
this subsection (c) are subject to the provisions of Section 2.12(d).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the Collateral Agent, the L/C Issuer and the Swing Line Lender, the
replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.



     10.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is
made to the Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender, or the
Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent, the Collateral
Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such payment had not been
made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to
pay to the Administrative Agent upon demand its applicable share (without duplication) of any
amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause



119









 







(b) of
the preceding sentence shall survive the payment in full of the Obligations and the termination of
this Agreement.



     10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Borrower nor any other Loan Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the
provisions of subsection (h) of this Section (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Collateral Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.




     (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $2,500,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, SEI otherwise consents (each such consent
not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible



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Assignee and members of its Assignee Group) will be treated as a single assignment
for purposes of determining whether such minimum amount has been met.




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans.




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of SEI (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to be a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender;




     (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit (whether
or not then outstanding); and




     (iv) (D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment.




     (v) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee in the amount of $3,500; provided,
however, that the Administrative Agent may, in its sole discretion, elect to waive
such processing and recordation fee in the case of any assignment. The assignee, if it is
not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.




     (vi) No Assignment to Certain Persons. No such assignment shall be made to (A)
any Borrower or any Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender,
any Impacted Lender, any of their respective Subsidiaries, or any Person who, upon becoming
a Lender hereunder, would constitute any of the foregoing Persons described in this clause
(B), or (C) to a natural person.




     (vii) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender or Impacted Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth
herein, the parties to the assignment shall make such additional payments to the



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Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, to each of which the applicable assignee
and assignor hereby irrevocably consent), to pay and satisfy in full all Default Excess and
interest accrued thereon attributable to such Defaulting Lender or Impacted Lender, as the
case may be.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
10.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section; provided that in the case of an assignment or transfer by a
Lender to an Affiliate of such Lender, in the event that such assignment or transfer has not
satisfied the provisions of this subsection, such assignment shall nevertheless be treated as
effective as between the assigning Lender and the assignee Affiliate of such Lender, but shall not
be effective with respect to any other party hereto and shall be treated as a participation in
accordance with subsection (d) of this Section until such assignment or transfer complies with the
provisions of this subsection.



     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to
the last proviso of Section 10.06(b) above with respect to assignments by a Lender to one
of its Affiliates, which such exception shall not impair any other party’s ability to rely on the
Register, the entries in the Register shall be conclusive, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. In addition, the Administrative Agent shall maintain on the Register the
designation, and revocation of such designation, of any Lender as a Defaulting Lender of which the
Administrative Agent has received notice. The Register shall be available for inspection by any
Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person (other than a natural



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person, a Defaulting Lender, a Borrower or any of the Borrowers’ respective Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) each Borrower, the Administrative Agent, the Lenders and the L/C Issuer
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.13 as
though it were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with SEI’s prior written consent.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01
unless SEI is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were
a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.




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     (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and SEI (an “SPC”) the option to provide all or any part of any
Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to
fund any Committed Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
to make all or any part of such Committed Loan, the Granting Lender shall be obligated to make such
Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the
Administrative Agent as is required under Section 2.13(b)(ii). Each party hereto hereby
agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations of the Borrowers
under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement for which a Lender
would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of
any amendment, waiver or other modification of any provision of any Loan Document, remain the
lender of record hereunder. The making of a Committed Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by
such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the date that is one year
and one day after the payment in full of all outstanding commercial paper or other senior debt of
any SPC, it will not institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws
of the United States or any State thereof. Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of SEI and the Administrative
Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the
Administrative Agent in its sole discretion), assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Committed Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement
to such SPC.



     (i) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’
notice to SEI and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to SEI, resign
as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, SEI
shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no failure by SEI to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may
be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges
and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and



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outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be,
and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.



     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Collateral Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees,
advisors and representatives (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority purporting to
have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement, including any
pledgee pursuant to Section 10.06(f), or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to any Borrower and its obligations,
(g) with the consent of SEI or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section 10.07 or (y) becomes available to the
Administrative Agent, the Collateral Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than a Borrower.



     For purposes of this Section, “Information” means all information received from SEI or
any Subsidiary relating to SEI or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent, the Collateral Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by SEI or any Subsidiary,
provided that, in the case of information received from SEI or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section
10.07 shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public information concerning a
Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding
the use of material non-public information and (c) it will handle such material non-



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public information in accordance with applicable Law, including United States Federal and
state securities Laws.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency but
excluding segregated accounts containing only funds that are trust funds or being held in escrow in
lieu of trust and expressly so designated) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of any Borrower against any and all of the obligations of any Borrower now or
hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand
under this Agreement or any other Loan Document and although such obligations of such Borrower may
be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such indebtedness;
provided, that in the event that any Defaulting Lender shall exercise any such right of
setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 10.14 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, and (y)
the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C
Issuer agrees to notify SEI and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the validity of
such setoff and application.



     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.



     10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties



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relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Agreement.



     10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent,
the Collateral Agent, the L/C Issuer and each Lender, regardless of any investigation made by the
Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender or on their behalf and
notwithstanding that the Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender
may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.



     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders or Impacted Lenders shall be limited by Debtor Relief
Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line
Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not
so limited.



     10.13 Replacement of Lenders. If (i) any Lender (w) is subject to Section 3.02 and
has not designated a different Lending Office for funding or booking its Loans hereunder or
assigned its rights and obligations hereunder to another of its offices, branches or affiliates or
otherwise eliminated the need for the notice pursuant to Section 3.02 within 30 days of
giving notice pursuant to Section 3.02, (x) requests compensation under Section
3.04, (y) is a Defaulting Lender or an Impacted Lender or (z) refuses to consent to any waiver,
consent or amendment requested by the Borrowers pursuant to Section 10.01 that has received
the written approval of the Required Lenders, but also requires the approval of such Lender, or
(ii) any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, then the Borrowers may,
at their sole expense and effort, upon notice from SEI to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the



127









 







restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:



     (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, if any, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts under Section
3.05) from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling a Borrower to require
such assignment and delegation cease to apply.



     10.14 Defaulting Lenders. (a) Notwithstanding anything contained in this Agreement, if any
Lender becomes a Defaulting Lender (defined below), then, to the extent permitted by applicable
Law,




     (i) Waivers and Amendments. During any Impact Period with respect to such
Defaulting Lender, such Defaulting Lender’s right to approve or disapprove any amendment,
waiver or consent with respect to this Agreement shall be restricted as set forth in
Section 10.01.




     (ii) Reallocation of Loan Payments. Until such time as the Default Excess of
such Defaulting Lender shall have been reduced to zero, any payment or prepayment of the
Loans of such Lender (whether voluntary or mandatory, at maturity, pursuant to Article
VIII or otherwise) shall be applied, first, to the Loans of other Lenders as if
such Defaulting Lender had no Loans outstanding, until such time as the Outstanding Amount
of Committed Loans of each Lender shall equal its pro rata share thereof based on its
Applicable Percentage (without giving effect to the last sentence in the definition thereof)
ratably to the Lenders in accordance with their Applicable Percentages of Loans being repaid
or prepaid; second, to the then outstanding Defaulted Payments owed by such
Defaulting Lender (and applicable interest thereon), ratably to the Persons entitled
thereto, and third, to the posting of Cash Collateral in respect of its Applicable
Percentage (without giving effect to the last sentence in the definition thereof) of L/C
Obligations and Swing Line Loans, ratably to the L/C Issuer and Swing Line Lender in
accordance with their respective applicable Fronting Exposures. Any of the such amounts as
are reallocated pursuant to this Section 10.14(a)(ii) that are payable or paid
(including



128









 







pursuant to Section 10.08) to such Defaulting Lender shall be deemed paid to
such Defaulting Lender and applied by the Administrative Agent on behalf of such Defaulting
Lender, and each Lender hereby irrevocably consents thereto.




     (iii) Other Payments. Until such time as all Defaulted Payments (defined
below) and interest thereon with respect to such Defaulting Lender shall have been paid, the
Administrative Agent may (in its discretion and with the irrevocable consent of each
Defaulting Lender, which is hereby given) deem any amounts (other than those described in
clause (ii) immediately above) thereafter received by the Administrative Agent for the
account of such Defaulting Lender (including amounts made available to the Administrative
Agent by such Defaulting Lender pursuant to Section 10.08) to have been paid to such
Defaulting Lender and applied on behalf of such Defaulting Lender, first, to the
then outstanding Defaulted Payments owed by such Defaulting Lender (and applicable interest
thereon) ratably to the Persons entitled thereto, and, second, to the posting of
Cash Collateral in respect of its Applicable Percentage (without giving effect to the last
sentence in the definition thereof) of L/C Obligations and Swing Line Loans, ratably to the
L/C Issuer and Swing Line Lender in accordance with their respective applicable Fronting
Exposures.




     (iv) Certain Fees. With respect to any Defaulting Lender with one or more
Defaulted Loans or Defaulted Payments, such Defaulting Lender (x) shall not be entitled to
receive any commitment fee pursuant to Section 2.09(a) for any Impact Period with
respect to such Defaulting Lender (and the Borrowers shall not be required to pay any such
fee that otherwise would have been required to have been paid to such Defaulting Lender) and
(y) its right to Letter of Credit Fees shall be limited as provided in Section
2.03(h).




     (v) Replacement of Defaulting Lender. At the request of SEI, such Defaulting
Lender may be replaced in accordance with Section 10.13.




     (vi) Assignments to Defaulting Lenders. No assignments otherwise permitted by
Section 10.06 shall be made to (A) a Defaulting Lender or (B) any of the
Subsidiaries or Affiliates of such Person that are themselves Distressed Persons (as defined
below).



     (b) Notwithstanding anything to the contrary contained in this Agreement to the contrary, if
any Lender becomes an Impacted Lender, then, to the extent permitted by applicable Law:




     (i) Replacement of Impacted Lender. At the request of SEI, such Impacted
Lender may be replaced in accordance with Section 10.13.




     (ii) Assignments to Impacted Lenders. No assignments otherwise permitted by
Section 10.06 shall be made to a (A) an Impacted Lender or (B) any of the
Subsidiaries or Affiliates of such Person that are themselves Distressed Persons.



     (c) As used in this Agreement:



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     “Default Excess” means, as at the date of computation thereof with respect to
any Defaulting Lender, the sum of the amounts of Defaulted Loans and Defaulted Payments of
such Lender at such date.




     “Defaulted Loan” has the meaning specified in the definition of “Defaulting
Lender”.




     “Defaulted Payment” has the meaning specified in the definition of “Defaulting
Lender”.




     “Defaulting Lender” means any Lender that (i) has failed to fund any portion of
the Loans required to be funded by it hereunder (each such Loan, a “Defaulted Loan”) within
three Business Days of the date required to be funded by it hereunder, (ii) has otherwise
failed to pay over to Administrative Agent, the Collateral Agent, the L/C Issuer or any
other Lender (including the Swing Line Lender) any other amount required to be paid by it
hereunder, including participations in L/C Obligations or participations in Swing Line Loans
(each such payment, a “Defaulted Payment”) within three Business Days of the date when due,
unless the subject of a good faith dispute, or (iii) as to which a Distress Event has
occurred, in each case in clauses (i) and (ii) above, for so long as the applicable Impact
Period is in effect.




     “Distress Event” means, with respect to any Person (each, a “Distressed
Person”), (i) the commencement of a voluntary or involuntary case (or comparable
proceeding) with respect to such Distressed Person under the Bankruptcy Code or any
comparable bankruptcy, insolvency, receivership, reorganization or other debtor relief laws
(which, as to any involuntary case or comparable proceeding, has not been dismissed) (ii) a
custodian, conservator, receiver or similar official is appointed for such Distressed Person
or for any substantial part of such Distressed Person’s assets, (iii) such Distressed Person
consummates or enters into a commitment to consummate a forced (in the good faith judgment
of the Administrative Agent) liquidation, merger, sale of assets or other transaction
resulting, in the good faith judgment of the Administrative Agent, in a change of ownership
or operating control of such Distressed Person supported in whole or in part by guaranties,
assumption of liabilities or other comparable credit support of (including without
limitation the nationalization or assumption of ownership or operating control by) any
Governmental Authority and either the Administrative Agent or the Required Lenders have
concluded (in their respective, good faith judgment) that any such event described in this
clause (iii) increases the risk that such Distressed Person will incur Defaulted Loans or
Defaulted Payments, or (iv) such Distressed Person makes a general assignment for the
benefit of creditors or is otherwise adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Distressed Person or its assets to be,
insolvent, bankrupt, or deficient in meeting any minimum capital adequacy or liquidity
requirement of any Governmental Authority applicable to such Distressed Person.




     “Distressed Person” has the meaning specified in the definition of “Distress
Event”.



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     “Impact Period” means, with respect to any Defaulting Lender or Impacted
Lender,




     (i) in the case of any Defaulted Loan, the period commencing on the date the applicable
Defaulted Loan was required to be extended to the Borrowers under this Agreement and ending
on the earlier of the following: (x) the date on which (A) the related Default Excess with
respect to such Defaulting Lender has been reduced to zero (whether by the funding of any
Defaulted Loan by such Defaulting Lender, the repayment of Loans by the Borrowers, the
non-pro-rata application of any prepayment pursuant to Section 10.14(a)(ii) or
otherwise) and (B) such Defaulting Lender shall have delivered to SEI and the Administrative
Agent a written reaffirmation of its intention to honor its obligations hereunder with
respect to its Commitment; and (y) the date on which the Borrowers, the Administrative Agent
and the Required Lenders (not including such Defaulting Lender in any such determination, in
accordance with Section 10.14(a)(i)) waive the application of this Section
10.14 with respect to such Defaulted Loans of such Defaulting Lender in writing;




     (ii) in the case of any Defaulted Payment, the period commencing on the date the
applicable Defaulted Payment was required to have been paid to the Administrative Agent or
other Lender under this Agreement and ending on the earlier of the following: (x) the date
on which (A) such Defaulted Payment has been paid to the Administrative Agent or other
Lender, as applicable, together with (to the extent that such Person has not otherwise been
compensated by the Borrowers for such Defaulted Payment) interest thereon for each day from
and including the date such amount is paid but excluding the date of payment, at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with its then-applicable policies regarding interbank compensation (whether by the funding
of any Defaulted Payment by such Defaulting Lender, the application of any amount pursuant
to Section 10.14(a)(iii) or otherwise) and (B) such Defaulting Lender shall have
delivered to the Administrative Agent or other Lender, as applicable, a written
reaffirmation of its intention to honor its obligations hereunder with respect to such
payments; and (y) the date on which the Administrative Agent and any such other Lender waive
the application of this Section 10.14 with respect to such Defaulted Payments of
such Defaulting Lender in writing;




     (iii) in the case of any Distress Event determined by the Administrative Agent (in its
good faith judgment) or the Required Lenders (in their respective good faith judgment) to
exist, the period commencing on the date that the applicable Distress Event was so
determined to exist and ending on the earlier of the following: (x) the date on which both
(A) such Distress Event is determined by the Administrative Agent (in its good faith
judgment) or the Required Lenders (in their respective good faith judgment) to no longer
exist and (B) such Defaulting Lender or Impacted Lender shall have delivered to SEI and the
Administrative Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its Commitment; and (y) such date as the Borrowers and the
Administrative Agent mutually agree, in their sole discretion, to waive the application of
this Section 10.14 with respect to such Distress Event of such Defaulting Lender or
Impacted Lender; provided that in each case all Default Excess (including any required
interest thereon) and Fronting Exposure arising as a consequence of such



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Distress Event shall either (x) have been paid in full or otherwise eliminated as
herein provided, or (y) each Person entitled to payments or Cash Collateral (or other credit
support) in respect thereof shall have waived the receipt thereof; and




     (iv) in the case of any event described in clauses (a) or (b) of the definition of
“Impacted Lender,” the period commencing on the date that the applicable event or
determination occurred and ending on the (A) such event is determined by the Administrative
Agent (in its good faith judgment) or the Required Lenders (in their respective good faith
judgment), in each case with the concurrence of the L/C Issuer and the Swing Line Lender, to
no longer exist and (B) such Impacted Lender shall have delivered to the Borrower and the
Administrative Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its Commitment; and (y) such date as the Administrative Agent, the
L/C Issuer and the Swing Line Lender mutually agree, in their sole discretion, to waive the
application of this Section 10.14 with respect to.




     “Impacted Lender” means any Lender (a) that has given verbal or written notice
to SEI, the Administrative Agent, the L/C Issuer or the Swing Line Lender, or has otherwise
publicly announced, that such Lender is or believes it will become, or that fails following
inquiry from the Administrative Agent, the L/C Issuer or the Swing Line Lender making such
inquiry, to provide reasonably satisfactory assurance that such Lender will not become, a
Defaulting Lender or (b) with respect to which any Distress Event has occurred with respect
to any Affiliate of such Lender, in each case for so long as the applicable Impact Period is
in effect.



     10.15 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY



132









 







LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.



     (c) WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     10.16 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     10.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arranger, are arm’s-length
commercial transactions between the Borrowers and their respective Affiliates, on the one hand, and
the Administrative Agent and the Arranger, on the other hand, (B) each Borrower has consulted its
own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C)
each Borrower is capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each
of the Administrative Agent and the Arranger is and has been acting



133









 







solely as a principal and, except as expressly agreed in writing by the relevant parties, has
not been, is not, and will not be acting as an advisor, agent or fiduciary, for any Borrower or any
of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor
the Arranger has any obligation to any Borrower or any of their respective Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers and their respective Affiliates, and neither the Administrative Agent nor
the Arranger has any obligation to disclose any of such interests to any Borrower or any of their
respective Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and
releases any claims that it may have against the Administrative Agent and the Arranger with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.



     10.18 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) and the Collateral Agent
hereby notifies each Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information includes the
name and address of each Borrower and other information that will allow such Lender, the
Administrative Agent or the Collateral Agent, as applicable, to identify each Borrower in
accordance with the Act. The Borrowers shall, promptly following a request by the Administrative
Agent, the Collateral Agent or any Lender, provide all documentation and other information that the
Administrative Agent, the Collateral Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated Credit
Agreement to be duly executed as of the date first above written.



	 	 	 	 	 
	 	STEWART ENTERPRISES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EMPRESAS STEWART-CEMENTERIOS

	 
	 	By:  	Stewart Cementerios Puerto Rico Holding II,

B.V., its Managing Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EMPRESAS STEWART-FUNERARIAS

	 
	 	By:  	Stewart Funerarias Puerto Rico Holding II, 
B.V.,
its Managing Partner
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Administrative Agent and Collateral Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, L/C 

Issuer and
Swing Line Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT INDUSTRIEL ET COMMERCIAL

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	CAPITAL ONE NATIONAL ASSOCIATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Stewart Enterprises, Inc.

Second Amended and Restated Credit Agreement