AMENDMENT NO. 1 TO REVOLVING
LINE OF CREDIT AND
TERM LOAN AGREEMENT
This
Amendment No. 1 to Revolving Line of Credit and Term Loan
Agreement (this “
Agreement ”)
is by and between RBS Citizens, National Association, a national
bank 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 545 Metro Place South, Suite 100, 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 (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 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 (together, the
“
Notes ”).
All capitalized terms used herein and not otherwise defined herein
shall have the meanings as set forth in the Loan
Agreement.
|
|
B.
|
Borrower
has requested that Lender approve the acquisition of California
Investment Annuity Sales, Inc., a California corporation with its
principal place of business at 4640 Admiralty Way, Marina Del Ray,
CA 90292 (the “
Subsidiary ”).
|
|
C.
|
Lender
has agreed to approve the acquisition of the Subsidiary, provided
that Borrower joins with Lender in the execution of this Agreement
and satisfies the conditions precedent set forth herein, including,
without limitation, the execution by the Subsidiary of a Guaranty
of the Loans.
|
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Lender and
Borrower hereby agree as follows:
|
1.
|
The
Lender hereby consent to the acquisition of the Subsidiary on the
terms set forth in a certain Stock Purchase Agreement, dated as of
March 31, 2008 among the Borrower, the Subsidiary, Richard L.
Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated 1/29/97
as amended and restated 1//10/03 and Anthony Delfino, and the
acquisition of the Subsidiary shall be deemed to be a permitted
Acquisition.
|
|
2.
|
To
evidence that the Subsidiary is an additional Guarantor of the
Loans,
Schedule A to
the Loan Agreement is hereby deleted in its entirety and the
attached
Schedule A is
substituted therefor.
|
|
3.
|
Lender
and Borrower hereby agree that, with respect to the acquisition of
the Subsidiary as an Acquired Entity (as defined in the Loan
Agreement), the calculation of Acquired EBITDA shall be as
follows:
|
| |
|
Amendment No. 1 to Revolving Line of Credit and Term Loan
Agreement
|
Page 1 of 6
|
|
For
the four fiscal quarter period ending June 30, 2008, an amount
equal to:
|
$363,945.04
|
|
For
four fiscal quarter period ending September 30, 2008, an
amount equal to:
|
$259,517.79
|
|
For
the four fiscal quarter period ending December 31, 2008, an
amount equal to:
|
$124,841.55
|
|
4.
|
As
a condition of this Agreement, Borrower shall at the time of
execution of this Agreement:
|
| |
(a)
|
reimburse
Lender for its costs in connection with this Agreement and the
Modification Documents (as defined below), including legal fees and
expenses incurred by Lender;
|
| |
(b)
|
deliver
to Lender the following documents in form and substance
satisfactory to Lender or, if applicable, as required by the terms
and conditions of the Loan Agreement:
|
|
(i) |
an
Amendment No.1 to Stock Pledge executed by Borrower;
|
| |
|
(ii)
|
an
Amendment No. 1 to Intercreditor Agreement executed by Borrower and
b
|
|
