Exhibit 10.22
January 14, 2003
SEI Investments Canada
Company
70 York Street
Suite 1600
Toronto, Ontario MSJ 189
Attention: Mr George
Butcher
Dear Sirs:
Royal Bank of Canada (the
“Bank”) is pleased to offer to SEI Investments Canada
Company (the “Borrower”) the following facility (the
“Credit Facility”), subject to the following terms and
conditions.
1. DEFINITIONS:
The definitions attached hereto in
Schedule “A” are incorporated in this agreement by
reference as if set out in full herein (collectively this agreement
and all schedules attached hereto, as amended from time to time,
are referred to as the “Agreement”). Unless otherwise
provided, all accounting terms used herein shall be interpreted in
accordance with GAAP.
2. AMOUNT:
The amount available under the
Credit Facility shall not exceed $2,000,000 Canadian dollars or the
Equivalent Amount in US dollars.
3. CREDIT
FACILITY:
The Credit Facility is available by
way of overdrafts in Canadian Dollars or US Dollar
equivalent.
Each use of the Credit Facility is
referred to as a “Borrowing”. The face amount of each
Borrowing outstanding shall be used to determine the amount of
Borrowings outstanding under the Credit Facility at any
time.
4. PURPOSE:
The Borrower shall use the Credit
Facility to finance short-term, temporary operating
requirements.
5. AVAILABILITY:
Borrowings under the Credit Facility
are available on any Business Day through the Branch of Account,
subject to the otter terms and conditions of this Agreement and the
following:
The Borrower may borrow, repay and
re-borrow under the Credit Facility at any time, unless otherwise
provided. The Credit Facility Amount is available at the sole
discretion of the Bank and the Bank may, at any time and from time
to time without notice, cancel any undrawn portion of the Credit
Facility Amount.
6. INTEREST RATES:
The following rates shall apply to
the Credit Facility:
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(a)
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Canadian Dollar
Borrowings - Royal Bank Prime (“RBP”)
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(b)
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US Dollar
Borrowings - Royal Bank US Base Rate
(“RBUSBR”)
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7. CALCULATION AND PAYMENT OF
INTEREST:
On each borrowing by way of
overdraft the Borrower shall pay Interest in the currency of the
Borrowing monthly in arrears on the 1 st day of each month.
Such interest will be calculated
monthly and will accrue daily on the basis of the actual number of
days elapsed and a year of 365 days. Any change in the annual RBP
or RBUSBR rates shall be effective as of the opening of business on
the day such change takes place.
8. TIME AND PLACE OF PAYMENT:
Payments of principal, interest,
fees and all other amounts payable by the Borrower pursuant to this
Agreement shall be paid at the Branch of Account. Each payment
under this Agreement shall be made for value on the day such
payment is due, provided that if any such day is not a Business Day
such payment shall be deemed for all purposes of this Agreement to
be due on the Business Day next following such day and all interest
and other fees shall continue to secure until payment. Interest and
fees payable under this Agreement are payable both before and after
any or all of default, demand and judgment.
9. OVERDUE
PAYMENTS:
Any amount of overdue hereunder in
Canadian Dollars shall bear interest, payable on demand, at RBP +
1% per annum. Any amount overdue hereunder in US Dollars shall
bear interest, payable on demand, at RBUSBR+1% per
annum.
10. REPAYMENT OF CREDIT
FACILITY:
All Borrowings shall be due and
payable on demand by the Bank. Upon such demand, the Bank shall
have no obligation to honour any cheques or other orders for
payment, and the Borrower shall immediately pay all amounts
outstanding under the Credit Facility.
11. EVIDENCE OF
INDEBTEDNESS:
The Bank shall open and maintain at
the Branch of Account accounts and records evidencing the
Borrowings made available to the Borrower by the Bank under this
Agreement. The Bank shall record the principal amount of each
Borrowing, the payment of principal and interest and all other
amounts owing to the Bank.
The Bank’s amounts and records
constitute, in the absence of manifest error, conclusive evidence
of the indebtness of the Borrower to the Bank.
The Borrower authorizes and directs
the Bank to automatically debit any bank account of the Borrower
for all amounts payable by the Borrower to the Bank including,
without limitation, the repayment of all amounts due under this
Agreement and all charges for the keeping of such bank
account.
12. CONDITIONS PRECEDENT TO
DISBURSEMENT:
The obligation of the Bank to make
available the initial Borrowing is subject to and conditional upon
the receipt, in form and substance satisfactory to the Bank,
of:
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(a)
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a duly executed
copy of this Agreement;
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(b)
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an incumbency
certificate of the Borrower setting forth specimen signatures of
the individuals authorized to execute this Agreement as of the date
of execution hereof;
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(c)
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a certified
copy of the constructing documents and by-laws of the
Borrower;
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(d)
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a certified
copy of the resolution of the sole shareholder of the Borrower
relating to the Borrower’s authority to execute, deliver and
perform its obligations under this Agreement and the manner in
which and by whom such an agreement is to be executed and
delivered;
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(e)
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a duly executed
copy of the Guarantee signed by SEI Investments Company (the
“Guarantor”);
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(f)
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a certified
copy of the constating documents and by-laws of the
Guarantor;
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(g)
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a certified
copy of the resolution of the board of directors of the Guarantor
relating to the Guarantor’s authority to execute, deliver and
perform its obligations under this Agreement and Guarantee and the
manner in which and by whom such agreements are to be executed and
delivered (Form# 222);
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(h)
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an incumbency
certificate of the Guarantor setting forth specimen signatures of
the individuals authorized to execute the Guarantee as of the date
of execution hereof
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(i)
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an opinion of
legal counsel to the Guarantor, substantially in the form of
Schedule “B”.
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(j)
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an opinion of
legal counsel to the Borrower, substantially in the form of
Schedule “C”.
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13. REPRESENTATION AND
WARRANTIES:
The Borrower represents and warrants
to the Bank, which representations and warranties are repeated as
of the time of each Borrowing and the time at which each payment of
interest or fees is due hereunder, that:
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(a)
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it is a
corporation duly incorporated and validly existing under the laws
of its jurisdiction of incorporation, and that it is duly
registered or qualified to carry as business in all jurisdictions
where the nature of its properties, assets or business makes such
registration or qualification necessary or desirable;
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(b)
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the execution,
delivery and performance of the Agreement have been duly authorized
by all necessary actions and do not (i) violate any applicable
law, regulation or rule by which it is bound, (ii) violate any
provision of its constating documents or by-laws, (iii) result
in a breach of, or a default under, any agreement or instrument to
which it is a party or by which it or any of its properties or
assets may be bound or affected or (iv) result in the creation
of any encumbrance on any of its properties or assets, except as
herein specifically provided;
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(c)
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the Agreement
constitutes a legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms;
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(d)
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its most recent
audited, consolidated financial statements fairly present in
conformity with GAAP, the consolidated financial position of the
Borrower as of the date thereof and its consolidated results of
operations and cash flows for the fiscal year covered thereby, and
since the date of such financial statements, there has occurred no
material adverse change in the business or financial condition of
the Borrower;
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(e)
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there is no
action, litigat
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