Exhibit 4.68
AMENDMENT NO. 9 TO REVOLVING LINE OF CREDIT AND
TERM LOAN AGREEMENT
This Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement
(this "Agreement") is by and between RBS Citizens, National Association, having
a lending office at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (the "Lender") and
National Investment Managers Inc., a Florida corporation having an address of
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Borrower").
R E C I T A L S
A. Reference is hereby made to a certain Revolving Line of Credit and Term
Loan Agreement, dated as of November 30, 2007, by and between Borrower and
Lender, as amended by (i) a certain Amendment No. 1 to Term Loan
Agreement, dated Xxxxx 00, 0000, (xx) a certain Amendment No. 2 to Term
Loan Agreement, dated June 30, 2008, (iii) a certain Amendment No. 3 to
Term Loan Agreement, dated June 30, 2008 (iv) a certain Amendment No. 4 to
Term Loan Agreement dated as of July 16, 2008 (v) a certain Amendment No.
5 to Term Loan Agreement dated as of October 1, 2008, (vi) a certain
Amendment No. 6 to Term Loan Agreement dated as of November 26, 2008,
(vii) a certain Amendment No. 7 to Term Loan Agreement dated as of March
30, 2009 and (viii) a certain Amendment No. 8 to Term Loan Agreement dated
as of June 30, 2009 (as amended, the "Loan Agreement"). The loan
obligations of Borrower to Lender are further evidenced by (i) a certain
Term Promissory Note, dated November 30, 2007, from the Borrower to the
Lender in the maximum principal amount of up to $13,000,000.00, as amended
by (a) a certain Amendment No. 1 and Allonge to Term Promissory Note,
dated as of June 30, 2008, increasing the maximum principal amount to
$15,000,000.00, (b) a certain Amendment No. 2 and Allonge to Term
Promissory Note dated as of October 1, 2008, and (c) a certain Amendment
No. 3 and Allonge to Term Promissory Note dated as of March 30, 2009 (as
amended, the "Term Note"); and (ii) a certain Revolving Line of Credit
Note, dated November 30, 2007, from the Borrower to the Lender in the
maximum principal amount of $2,000,000.00, as amended by (i) a certain
Amendment No. 1 and Allonge to Revolving Line of Credit Note dated as of
March 30, 2009 and (ii) a certain Amendment No. 2 and Allonge to Revolving
Line of Credit Note of even date herewith, temporarily increasing the
maximum principal amount to $2,500,000.00 (as amended, the "Revolving
Note", and together with the Term Note, the "Notes"). The obligations of
Borrower to Lender evidenced by the Loan Agreement and the Notes are
secured in part by (i) a certain Security Agreement dated as of November
30, 2007 by Borrower in favor of Lender (the "Security Agreement") and
(ii) a certain Stock Pledge Agreement dated as of November 30, 2007 by
Borrower in favor of Lender (the "Stock Pledge Agreement"). All
capitalized terms used herein and not otherwise defined herein shall have
the meanings as set forth in the Loan Agreement.
B. The Borrower and the Lender have agreed to temporarily increase the
maximum principal amount available under the Revolving Note to
$2,500,000.00 from the date hereof until December 31, 2009 upon the terms
and conditions set forth in this Agreement.
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 1 of 9
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lender and Borrower hereby agree as
follows:
I. AMENDMENTS TO LOAN AGREEMENT.
1. In order to temporarily increase the maximum principal amount available
under the Revolving Note to $2,500,000.00, the definition of "Maximum
Revolving Credit" in Section 1 of the Loan Agreement is hereby amended to
delete such definition in its entirety and to substitute the following new
definition in its place:
""Maximum Revolving Credit" means $2,500,000.00 until December 31,
2009, and thereafter means $2,000,000.00."
After December 31, 2009, Borrower shall be required to repay any amounts
outstanding under the Note in excess of $2,000,000.00.
II. CONDITIONS. As a condition of this Agreement, Borrower shall at the time
of execution of this Agreement:
(a) pay to Lender an amendment fee in the amount of $10,000.00
upon execution of this Agreement and pay to Lender an
additional fee of $25,000.00 upon the earlier of an Event of
Default under this Agreement or July 31, 2010;
(b) reimburse Lender for its-out-of pocket costs in connection
with this Agreement and the Modification Documents (as defined
below), including reasonable legal fees and expenses incurred
by Lender;
(c) deliver to Lender evidence satisfactory to Lender that the
terms of the existing aggregate Seller Financing which shall
include modifications to the principal amortization schedule
have been amended in accordance with the proposed schedule
presented by Borrower to Lender; and
(d) deliver to Lender the following documents in form and
substance reasonably satisfactory to Lender or, if applicable,
as required by the terms and conditions of the Loan Agreement:
(i) an Amendment No. 2 and Allonge to Revolving Line of
Credit Note; and
(ii) any other documents reasonably requested by Lender.
The foregoing documents and any additional documents executed
herewith, together with this Agreement, shall be referred to herein
as the "Modification Documents".
III. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
that: (i) its representations and warranties set forth in the Loan
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 2 of 9
Agreement are true in all material respects on and as of the date hereof
as if made on such date (except to the extent that the same expressly
relate to an earlier date or are affected by the consummation of
transactions permitted hereby or by the Agreement); (ii) it is in
compliance in all material respects with all of the terms and provisions
set forth in the Loan Agreement on its part to be observed or performed;
(iii) after giving effect to any extension of credit to be made on the
date hereof, no Event of Default or Default Event has occurred and is
continuing; (iv) since the date of the financial statements most recently
provided to Lender by Borrower, there has occurred no material adverse
change in the assets or liabilities or the financial or other condition of
Borrower; (v) it has full power to execute, deliver and perform its
obligations under the Modification Documents and the execution, delivery
and performance of the Modification Documents have been authorized and
directed by the appropriate parties; (vi) the Modification Documents
constitute the legal, valid and binding obligations of Borrower and/or the
Subsidiary, as applicable, enforceable in accordance with their terms;
(vii) the execution, delivery and performance thereof will not violate any
provision of any existing law or regulation applicable to Borrower or the
Subsidiary or their respective governing documents or of any order or
decree of any court, arbitrator or governmental authority or of any
contractual undertaking to which either is a party or by which either may
be bound; and (viii) no consents, licenses, approvals or authorizations
of, exemptions by or registrations or filings with, any governmental
authority are required with respect to the Modification Documents.
IV. Miscellaneous.
1. If Borrower fails to comply with all the terms and conditions of the
Modification Documents, such failure shall constitute a default under this
Agreement and an Event of Default under the Loan Agreement and other Loan
Documents.
2. No other changes shall be made to the Loan Agreement, and Borrower
reaffirms its obligations under the Loan Documents (as increased and
amended hereby) in their entirety. This Agreement is not intended to
extinguish or affect any of the debt evidenced by the Notes or to
otherwise modify any of the obligations under any of the Loan Documents,
except as increased and amended hereby. Borrower hereby reaffirms that
Borrower remains indebted to Lender without defense, counterclaim or
offset and hereby releases Lender from any and all claims or other causes
of action which Borrower may have against Lender with respect to the Loans
and the Loan Documents. The Borrower hereby intends that the definition of
"Obligations" in the Security Agreement and the Stock Pledge Agreement
shall include the increase to the Revolving Note provided for hereunder.
3. This Agreement is made in the Commonwealth of Massachusetts and shall be
construed in accordance with its laws without regard to principles of
conflicts of laws. If any provision hereof is in conflict with any statute
or rule of law of the Commonwealth of Massachusetts or any other statute
or rule of law of any other applicable jurisdiction or is otherwise
unenforceable, such provisions shall be deemed null and void only to the
extent of such conflict or unenforceability and shall be deemed separate
from and shall not invalidate any other provision of this Agreement.
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 3 of 9
4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and no other
parties shall be a beneficiary hereunder. Neither this Agreement nor any
of the provisions hereof can be changed, waived, discharged or terminated
except by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.
5. This Agreement may be signed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute
one and the same instrument. Signatures delivered by facsimile
transmission shall have the same force and effect as original signatures
delivered in person.
[Signatures on following page]
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 4 of 9
Exhibit 4.68
EXECUTED under seal as of the ___ day of September, 2009.
LENDER:
RBS CITIZENS, NATIONAL ASSOCIATION
/s/ N. C. Xxxxx By: /s/ Xxxxx Xxxxxx
---------------------------- ----------------------------
Witness Name: Xxxxx Xxxxxx
Title: Senior Vice President
BORROWER:
NATIONAL INVESTMENT MANAGERS INC.
/s/ Xxxx Xxxx By: /s/ Xxxxxx X. Xxxx
-------------------------- ----------------------------
Witness Name: Xxxxxx X. Xxxx
Title: CEO
--------------------------------------------------------------------------------
The Guarantors hereby (i) consent to the terms of the foregoing Agreement, (ii)
confirm and ratify their respective obligations under the Guaranties, (iii)
intend that the definition of "Guaranteed Obligations" in their respective
Guaranties shall include the increase to the Revolving Note provided for
hereunder, and (iv) confirm that the Guarantors do hereby intend that the
Guarantors' Security Agreements shall continue to secure all obligations of
Borrower to Lender as amended and increased hereunder. The undersigned hereby
signs in his capacity as an officer and authorized signatory of each of the
Guarantors set forth in Schedule A attached hereto.
As to all Guarantors:
/s/ Xxxx Xxxx /s/ Xxxxxx X. Xxxx
-------------------------- ----------------------------
Witness Xxxxxx X. Xxxx, duly authorized
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 5 of 9
Exhibit 4.68
SCHEDULE A
----------
1. ABR Advisors, Inc.
a New York corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
2. Xxxx X. Xxxxxx & Associates, Inc.
a Maryland corporation
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
3. Alaska Pension Services, Ltd.
an Alaskan corporation
000 X Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
4. Asset Preservation Corp.
a Pennsylvania corporation
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
5. Benefit Dynamics, Inc.
a Pennsylvania corporation
00 X. Xxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxxx, XX 00000
6. Benefit Management Inc.
a Massachusetts corporation
0 Xxxxx Xxx
Xxxxx Xxxxxxxxx, XX 00000
7. BPI/PPA Inc.
a Delaware corporation
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
8. California Investment Annuity Sales, Inc.
a California corporation
0000 Xxxxxxxxx Xxx
Xxxxxx Xxx Xxx, XX 00000
9. Circle Pension, Inc.
a New York corporation
Empire State Building
000 Xxxxx Xxx., Xxxxx 000
Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 6 of 9
10. Complete Investment Management, Inc. of Philadelphia
a Pennsylvania corporation
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx Business Campus
Xxxxxxx, XX 00000
11. Haddon Strategic Alliances, Inc.
a New Jersey corporation
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
12. Lamoriello & Co., Inc.
a Rhode Island corporation
0000 Xxxx Xxxx, Xxxxx 0
Xxxxxxx, XX 00000
13. National Actuarial Pension Services, Inc.
a Texas corporation
00000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
14. National Associates, Inc., N.W.
a Washington corporation
0000 0xx Xxxxxx X.
Xxxxxxx, Xxxxxxxxxx 00000
15. Pension Administration Services, Inc.
a Pennsylvania corporation
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
16. Pension Technical Services, Inc. (d/b/a REPTECH Corp.)
a Colorado corporation
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000
17. Pentec, Inc.
a Connecticut corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
18. Pentec Capital Management, Inc.
a Connecticut corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 7 of 9
19. Southeastern Pension Services, Inc.
a Florida corporation
0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxx Xxxx, XX 00000
20. Xxxxxxx X. Xxxxx & Associates, Inc.
a New Jersey corporation
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
21. The Pension Alliance, Inc.
a Pennsylvania corporation
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
22. The Pension Group, Inc.
a California corporation
00000 Xxxxxxx Xx Xx Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
23. Valley Forge Consulting Corporation
a Pennsylvania corporation
000 Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx, XX 00000
24. Valley Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.)
a Pennsylvania corporation
000 Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx, XX 00000
25. VEBA Administrators, Inc. (d/b/a Benefit Planning, Inc.)
a California corporation
0000 Xxxxxxxxx Xxx, 0xx Xxxxx
Xxxxxx Xxx Xxx, XX 00000
26. V.F. Associates, Inc.
a Pennsylvania corporation
000 Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx, XX 00000
27. V.F. Investment Services Corp.
a Pennsylvania corporation
000 Xxx Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxx, XX 00000
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 8 of 9
--------------------------------------------------------------------------------
Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 9 of 9
