Exhibit 10.108
AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTES
This Amendment No. 1 to Promissory Notes ("Amendment") is by and between
to Xxxxx X. Xxxxxxx, as Trustee of the Xxxxxxx Family Trust Dated August 2, 1993
(the "Xxxxxxx Trust"), Xxxxx X. Xxxxxx, Xx., as Trustee of the Xxxxxx Living
Trust Dated December 7, 2005 (the "Xxxxxx Trust"), and Rise Spiegel, as Trustee
of the Rise Xxxxxx Xxxxxxx Trust Dated November 16, 2005 (the "Spiegel Trust")
(the Spiegel Trust collectively with the Xxxxxxx Trust and Xxxxxx Trust, and
considered as a group, the "Holders") and National Investment Managers Inc. (the
"Maker"), effective as of September 24, 2009.
Whereas, reference is herby made to a certain Promissory Note, dated
November 25, 2008, by and between the Holders and the Maker in the amount of Two
Hundred Thirty-Three Thousand Seven Hundred and Fifty dollars ($233,750.00) with
a Maturity Date that includes January 25, 2009. (the "Promissory Note No. 1").
All capitalized terms used herein and not otherwise defined herein shall have
the meanings as set forth in the Promissory Notes;
Whereas, reference is herby made to a certain Promissory Note, dated
November 25, 2008, by and between the Holders and the Maker in the amount of Two
Hundred Thirty-Three Thousand Seven Hundred and Fifty dollars ($233,750.00) with
a Maturity Date that includes January 25, 2010 (the "Promissory Note No. 2;"
collectively with Promissory Note No. 1 and considered together, the "Promissory
Notes");
Whereas, the Maker and the Holders are amending the terms of the
Promissory Notes;
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Holders and the Maker hereby
agree as follows:
1. To replace the Maturity Date and payment terms under the Promissory
Notes regarding amounts owed the Holders with installment payments to
be made in equal principal monthly installments of Thirty Eight
Thousand Nine Hundred and Fifty Eight Dollars and Thirty-Three cents
($38,958.33) each, plus accrued interest, beginning on July 25, 2010
and ending June 25, 2011. Payments are due upon the 25th of each month
of the payment period.
2. The interest rate applicable to the Promissory Notes shall be Eight
percent (8%) per annum beginning October 1, 2009.
3. Interest accrued on the Promissory Notes through September 30, 2009
shall be paid to the Holder within fifteen (15) business days of
January 25, 2010.
4. No other changes to the Promissory Notes are made, except as expressly
set forth herein.
Exhibit 10.108
5. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assign, and no other
parties shall be a beneficiary hereunder. Neither this Amendment nor
any of the provisions hereof can be changed, waived, discharged or
terminated except by a written instrument signed by the party against
whom enforcement the change, waiver, discharge or termination is
sought.
6. This Amendment may be signed in counterpart, 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.
NATIONAL INVESTMENT MANAGERS INC.
By:_ __/s/ Xxxx X. Davis_________
Name: Xxxx X. Xxxxx
Title: President & Chief Operating Officer
Xxxxxx Living Trust
dated December 7, 2005
______/s/ Xxxxx X. Xxxxxx Xx.___
Name: Xxxxx X. Xxxxxx, Xx.
Title: Trustee
Xxxxxxx Family Trust
dated August 2, 1993
______/s/ Xxxxx X. Stephen_____
Name: Xxxxx X. Xxxxxxx
Title: Trustee
Rise Xxxxxx Xxxxxxx Trust
dated November 16, 2005
______/s/ Rise Xxxxxx Spiegel__
Name: Rise Xxxxxx Xxxxxxx
Title: Trustee
