Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement between RBS Citizens, National Association and National Investment Managers Inc.

Summary

This amendment is between RBS Citizens, National Association (the lender) and National Investment Managers Inc. (the borrower). It temporarily increases the maximum amount available under the borrower's revolving line of credit from $2,000,000 to $2,500,000 until December 31, 2009. After that date, any amount over $2,000,000 must be repaid. The borrower must pay amendment fees, cover certain lender costs, and provide required documents. All other terms of the original loan agreement remain in effect.

EX-4.68 3 nivmform809292009ex4_68.txt EX-4.68 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 28 State Street, Boston, MA 02109 (the "Lender") and National Investment Managers Inc., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (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 March 31, 2008, (ii) 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. Hafen By: /s/ David Bugbee - ---------------------------- ---------------------------- Witness Name: David Bugbee Title: Senior Vice President BORROWER: NATIONAL INVESTMENT MANAGERS INC. /s/ Gail Ross By: /s/ Steven J. Ross - -------------------------- ---------------------------- Witness Name: Steven J. Ross 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/ Gail Ross /s/ Steven J. Ross - -------------------------- ---------------------------- Witness Steven J. Ross, 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 2985 Navajo Street Yorktown Heights, NY 10598 2. Alan N. Kanter & Associates, Inc. a Maryland corporation 31 Walker Avenue, 2nd Floor Baltimore, MD 21208 3. Alaska Pension Services, Ltd. an Alaskan corporation 400 D Street, Suite 300 Anchorage, AK 99501 4. Asset Preservation Corp. a Pennsylvania corporation 110 Gibraltar Road, Suite 101 Horsham, PA 19044-2376 5. Benefit Dynamics, Inc. a Pennsylvania corporation 89 N. Haddon Avenue, Suite D Haddonfield, NJ 08033 6. Benefit Management Inc. a Massachusetts corporation 3 Lyons Way North Attleboro, MA 02763 7. BPI/PPA Inc. a Delaware corporation 1013 Centre Road Wilmington, DE 10805 8. California Investment Annuity Sales, Inc. a California corporation 4640 Admiralty Way Marina Del Ray, CA 90292 9. Circle Pension, Inc. a New York corporation Empire State Building 350 Fifth Ave., Suite 534 New York, NY 10118 - -------------------------------------------------------------------------------- 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 110 Gibraltar Road, Suite 101 Pennsylvania Business Campus Horsham, PA 19044 11. Haddon Strategic Alliances, Inc. a New Jersey corporation 426 Queensboro Lane Haddonfield, NJ 08033 12. Lamoriello & Co., Inc. a Rhode Island corporation 2374 Post Road, Suite 1 Warwick, RI 02886 13. National Actuarial Pension Services, Inc. a Texas corporation 10777 Westheimer, Suite 220 Houston, TX 77042 14. National Associates, Inc., N.W. a Washington corporation 2212 2nd Avenue W. Seattle, Washington 98119 15. Pension Administration Services, Inc. a Pennsylvania corporation 110 Gibraltar Road, Suite 101 Horsham, PA 19044-2376 16. Pension Technical Services, Inc. (d/b/a REPTECH Corp.) a Colorado corporation 6400 South Fiddler's Green Circle, Suite 500 Greenwood Village, CO 80111 17. Pentec, Inc. a Connecticut corporation 72 Queen Street Southington, CT 06489 18. Pentec Capital Management, Inc. a Connecticut corporation 72 Queen Street Southington, CT 06489 - -------------------------------------------------------------------------------- Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement Page 7 of 9 19. Southeastern Pension Services, Inc. a Florida corporation 1525 International Parkway, Suite 2071 Lake Mary, FL 32746 20. Stephen H. Rosen & Associates, Inc. a New Jersey corporation 89 North Haddon Avenue Haddonfield, NJ 08033 21. The Pension Alliance, Inc. a Pennsylvania corporation 2578 Interstate Drive, Suite 102 Harrisburg, PA 17110 22. The Pension Group, Inc. a California corporation 23046 Avenida De La Carlota, Suite 500 Laguna Hills, CA 92653 23. Valley Forge Consulting Corporation a Pennsylvania corporation 998 Old Eagle School Rd., Suite 1206 Wayne, PA 19087 24. Valley Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.) a Pennsylvania corporation 998 Old Eagle School Rd., Suite 1206 Wayne, PA 19087 25. VEBA Administrators, Inc. (d/b/a Benefit Planning, Inc.) a California corporation 4640 Admiralty Way, 9th Floor Marina Del Rey, CA 90292 26. V.F. Associates, Inc. a Pennsylvania corporation 998 Old Eagle School Rd., Suite 1206 Wayne, PA 19087 27. V.F. Investment Services Corp. a Pennsylvania corporation 998 Old Eagle School Rd., Suite 1206 Wayne, PA 19087 - -------------------------------------------------------------------------------- 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