Exhibit 10.1
VIRTUS INVESTMENT PARTNERS,
INC.
SECOND AMENDMENT
Dated As Of March 31,
2009
to
LOAN AGREEMENT
Dated As Of December 31,
2008
SECOND AMENDMENT TO LOAN
AGREEMENT
This Second Amendment dated as of
March 31, 2009 and is effective as of December 31, 2008
(this “Second Amendment”) to the Loan Agreement, dated
as of December 31, 2008, is between Virtus Investment
Partners, Inc., a Delaware corporation (the “Company”),
and Phoenix Life Insurance Company (the
“Lender”).
RECITALS:
A. The Company and the Lender have
heretofore entered into a Loan Agreement, dated as of
December 31, 2008, as amended by the First Amendment, dated as
of January 16, 2009 (the “Loan Agreement”). The
Company has heretofore issued its promissory note in the original
principal amount of $20,000,000 due December 31, 2010 (the
“Note”) dated December 31, 2008 pursuant to the
Loan Agreement.
B. The Company and the Lender now
desire to amend certain provisions of the Loan Agreement in the
respects, but only in the respects, hereinafter set
forth.
C. Capitalized terms used herein
shall have the respective meanings ascribed thereto in the Loan
Agreement unless herein defined or the context shall otherwise
require.
D. All requirements of law have been
fully complied with and all other acts and things necessary to make
this Second Amendment a valid, legal and binding instrument
according to its terms for the purposes herein expressed have been
done or performed.
NOW, THEREFORE,
upon the full and complete
satisfaction of the conditions precedent to the effectiveness of
this Second Amendment set forth in Section 2.1 hereof, and in
consideration of good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the
Lender do hereby agree as follows:
SECTION 1.
AMENDMENTS.
1.1 Section 6.1(c) of the Loan
Agreement is amended and restated to read as follows:
“(c) the Borrower shall
maintain Net Worth of at least $50,000,000 plus (i) 50.0% of
net income for each fiscal quarter (without deducting for any net
losses) and (ii) 75.0% of all future equity
contributions,”
SECTION 2.
MISCELLANEOUS.
2.1 This Second Amendment shall
become effective and binding upon the Company and the Lender as of
December 31, 2008 and upon the satisfaction in full of each of
the following conditions:
(a) The Company shall have executed
and delivered this Second Amendment and the Subsidiary Guarantors
shall have executed and delive
