THIRD AMENDMENT TO TERM LOAN AGREEMENT

Exhibit 99.1

THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of November 30, 2017 (the “Effective Date”), by and between XXXXXXXX ADVISORS, INC., a California corporation (“Borrower”), Lenders from time to time party to the Agreement (defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (“Agent”); and has reference to the following facts and circumstances (the “Recitals”):

A. Borrower, Lenders and Agent executed the Term Loan Agreement dated as of September 17, 2015, the First Amendment to Term Loan Agreement dated as of September 19, 2017 and the Second Amendment to Term Loan Agreement dated as of November 21, 2017 (as previously amended and as amended by this Amendment, the “Agreement”; all capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement as amended by this Amendment and prior amendments).

B. Borrower, Lenders and Agent agree to further amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Lenders and Agent hereby agree as follows:

1. Recitals. The Recitals are true and correct, and, together with the defined terms set forth therein, are incorporated herein by this reference.

2. Amendment to Agreement. As of the Effective Date, the Agreement is amended as follows:

(a) The following definition of “Rainier Acquisition” is added to Section 1.01 of the Agreement (in the correct alphabetical order):

Rainier Acquisition shall mean the Acquisition by Borrower of the Purchased Assets (as defined therein) of Rainer Investment Management, LLC (“Seller”) as described in the Transaction Agreement dated as of May 10, 2017, executed by Borrower, Seller, and Xxxxxxx & Xxxxxx Group, LLC (the “Rainier Agreement”).

(b) The following is added to the end of Section 5.02(l):

Notwithstanding anything to the contrary in this Agreement, Borrower may consummate the Rainier Acquisition as long as (1) no Default or Event of Default has occurred and is outstanding, (2) Borrower provides Agent with evidence reasonably acceptable to Agent that the conditions described in Section 5.02(l)(i), 5.02(l)(ii), 5.02(l)(iii) and 5.02(l)(iv) have been complied with, (3) the Rainier Acquisition may be consummated in two parts as long as the entire Rainier Acquisition is closed no later than February 28, 2018 and (4) the Purchase Price (as defined in the Rainier Agreement) does not exceed $4,000,000. The Rainier Acquisition shall be disregarded with respect to future Acquisitions for purposes of clauses (vi) and (vii) above.

3. Costs and Expenses. Borrower hereby agrees to reimburse Agent upon demand for all out-of-pocket costs and expenses (including, without limitation, Attorneys’ Fees) incurred by Lender in the preparation, negotiation and execution of this Amendment and any and all other agreements, documents, instruments and/or certificates relating to the amendment of Borrower’s existing credit facilities with Lender. Borrower further agrees to pay or reimburse Agent and Lenders: (a) for any stamp or other taxes (excluding income or gross receipts taxes) which may be payable with respect to the execution, delivery, filing and/or recording of any of the Transaction Documents; and (b) for the cost of any filings and searches, including, without limitation, Uniform Commercial Code filings and searches. All of the obligations of Borrower under this Section 3 shall survive the payment of Borrower’s Obligations, the Maturity Date, and the termination of the Agreement.

4. References to the Agreement. All references in the Agreement to “this Agreement”, “the Agreement” and any other references of similar import shall mean the Agreement as previously amended and as amended by this Amendment.

5. Full Force and Effect. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement and the other Transaction Documents shall be and remain in full force and effect and the same are hereby ratified and confirmed.

6. Benefit. The Agreement and the other Transaction Documents shall be binding upon and inure to the benefit of Borrower, Lenders, Agent and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations under the Agreement and the other Transaction Documents as amended by this Amendment.

7. Representations and Warranties. Borrower hereby represents and warrants to Lenders and Agent that:

(a) the execution, delivery and performance by Borrower of this Amendment are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action on the part of Borrower and require no action by or in respect of, consent of or filing or recording with, any governmental or regulatory body, instrumentality, authority, agency or official or any other Person;

(b) the execution, delivery and performance by Borrower of this Amendment do not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in any violation of, the terms of the Articles of Incorporation or the Second Amended and Restated Bylaws of Borrower, any applicable Laws, order, writ, judgment or decree of any court or Governmental Authority or any agreement, document or instrument to which Borrower is a party or by which Borrower or any of its Property is bound or to which Borrower or any of its Property is subject;

(c) this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or other similar Laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d) all of the representations and warranties made by Borrower in the Agreement and in the other Transaction Documents are true and correct in all material respects on and as of the Effective Date as if made on and as of the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true or correct in all material respects on and as of such earlier date;

(e) no Default or Event of Default under or within the meaning of the Agreement has occurred and is continuing; and

(f) there has been no change in the financial condition or results of operations of Borrower since September 30, 2017, which had a Material Adverse Effect.

8. Inconsistency. In the event of any inconsistency or conflict between this Amendment and the Agreement, the terms, provisions and conditions contained in this Amendment shall govern and control.

9. Governing Law. This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles) but giving effect to Federal laws applicable to national banks.

10. Electronic Imaging. Borrower acknowledges the receipt of copies of the Agreement, the Note, this Amendment and all other Transaction Documents. Lender may, on behalf of Borrower, create a microfilm or optical disk or other electronic image of the Agreement, the Note, this Amendment and any or all of the Transaction Documents. Lender may store the electronic image of the Agreement, the Note, this Amendment and any other Transaction Document in its electronic form and then destroy the paper original as part of Lender’s normal business practices, with the electronic image deemed to be an original.

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11. Notice Required by Section 432.047 R.S. Mo. ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

10. Conditions Precedent. Notwithstanding any provision contained in this Amendment to the contrary, this Amendment shall not be effective unless and until Agent shall have received the following, all in form and substance reasonably acceptable to Agent:

(a) this Amendment, duly executed by Borrower;

(b) the Certificate of Secretary (with the form of a Unanimous Written Consent Action of the Board of Directors attached thereto), duly certified by the Secretary of Borrower;

(c) a current certificate of good standing for Borrower, issued by the California Secretary of State (or other evidence of good standing acceptable to Lender); and

(d) such other documents and information as reasonably requested by Lender.

Borrower, Lenders and Agent executed this Amendment as of the Effective Date.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE-

THIRD AMENDMENT TO TERM LOAN AGREEMENT

	Borrower:

	XXXXXXXX ADVISORS, INC.

	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	President and Chief Executive Officer



	Agent and Lenders:

	U.S. BANK NATIONAL ASSOCIATION, as Agent and Lender

	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President



	CALIFORNIA BANK & TRUST,
	a division of ZB, N.A., as a Lender

	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Senior Vice President

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THIRD AMENDMENT TO TERM LOAN AGREEMENT

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