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.
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Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement
Page 1 of 9
<PAGE>
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
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Amendment No. 9 to Revolving Line of Credit and Term Loan Agreement
Page 2 of 9
<PAGE>
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)&n
