SECOND OMNIBUS AMENDMENT AND WAIVER
This SECOND OMNIBUS AMENDMENT AND WAIVER (this "Amendment"), dated as of
May 2, 2007, is entered into by and between NATIONAL INVESTMENT MANAGERS, INC.,
a Florida corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman
Islands company ("Laurus"), for the purpose of amending and amending and
restating and waiving certain terms of (a) that certain Secured Convertible Term
Note, dated as of March 9, 2005 (as amended, modified or supplemented from time
to time, the "March Note"); (b) that certain Securities Purchase Agreement,
dated as of March 9, 2005 (as amended, modified or supplemented from time to
time, the "March Purchase Agreement"); (c) the other Related Agreements, as such
term is defined in the March Purchase Agreement (together with the March Note,
the "March Related Agreements"); (d) that certain Secured Term Note dated as of
November 30, 2005 (as amended, modified or supplemented from time to time, the
"November Note"); (e) that certain Securities Purchase Agreement, dated as of
November 30, 2005 (as amended, modified or supplemented from time to time, the
"November Purchase Agreement"); (f) the other Related Agreements, as such term
is defined in the November Purchase Agreement (together with the November Note,
the "November Related Agreements"), (g) that certain Securities Purchase
Agreement, dated as of May 30, 2006 (as amended, modified, or supplemented from
time to time, the "May Purchase Agreement"); (h) that certain Secured
Non-Convertible Term Note dated as of May 30, 2006 (the "May Note"); and (i) the
other Related Agreements, as such term is defined in the May Purchase Agreement
(together with the May Note, the "May Related Agreements"). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the applicable March Purchase Agreement, March Related Agreements, November
Purchase Agreement, November Related Agreements, May Purchase Agreement or May
Related Agreement (collectively, the "Transaction Documents").
WHEREAS, the Company and Laurus have agreed to make certain changes to the
Transaction Documents as set forth herein.
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
AMENDMENTS
1. Laurus and the Company hereby agree that the Company shall not be
required to pay the principal portion of any Monthly Principal Amount (as
defined in the March Note) due on the first business day of May 2007, June 2007
and July 2007) on such dates (collectively, the "March Postponed Principal");
provided that, the aggregate amount of March Postponed Principal shall be paid
in full on August 2, 2007 (the "Postponed Principal Due Date"), together with
all other amounts due and payable on such date under the March Purchase
Agreement and the March Related Agreements. Monthly Principal Amount payments
shall resume pursuant to the terms of the March Note on August 2, 2007.
2. Laurus and the Company hereby agree that the Company shall not be
required to pay the principal portion of any Monthly Principal Amount (as
defined in the November Note) due on the first business day of May 2007, June
2007 and July 2007) on such dates (collectively, the "November Postponed
Principal"); provided that, the aggregate amount of November Postponed Principal
shall be paid in full on the Postponed Principal Due Date, together with all
other amounts due and payable on such date under the November Purchase Agreement
and the November Related Agreements. Monthly Principal Amount payments shall
resume pursuant to the terms of the November Note on August 2, 2007.
3. Laurus and the Company hereby agree that the Company shall not be
required to pay the principal portion of any Monthly Principal Amount (as
defined in the May Note) due on the first business day of May 2007, June 2007
and July 2007) on such dates (collectively, the "May Postponed Principal");
provided that, the aggregate amount of May Postponed Principal shall be paid in
full on the Postponed Principal Due Date, together with all other amounts due
and payable on such date under the May Purchase Agreement and the May Related
Agreements. Monthly Principal Amount payments shall resume pursuant to the terms
of the May Note on August 2, 2007.
4. As consideration for the agreements set forth in Sections 1-3 hereof,
the Company shall make a cash payment to Laurus on May 2, 2007 of $130,988.
MISCELLANEOUS
5. Laurus understands that the Company has an affirmative obligation to
make prompt public disclosure of material agreements and material amendments to
such agreements. The Company hereby covenants to report the terms and provisions
of this Amendment on a current report on Form 8-K within five (5) business days
of the date hereof.
6. Each amendment and waiver set forth herein shall be effective as of the
date first above written (the "Amendment Effective Date") on the date when each
of the Company and Laurus shall have executed and the Company shall have
delivered to Laurus its respective counterpart to this Amendment.
7. Except as specifically set forth in this Amendment, there are no other
amendments, modifications or waivers to the Transaction Documents, and all of
the other forms, terms and provisions of the Transaction Documents remain in
full force and effect. To the extent that the terms of this Amendment conflict
with the terms of any of the Transaction Documents or any previous Amendments,
the terms of this Amendment shall govern.
8. The Company hereby represents and warrants to Laurus that after giving
effect to this Amendment: (i) on the date hereof, all representations,
warranties and covenants made by the Company in connection with the Transaction
Documents are true, correct and complete; and (ii) on the date hereof, all of
the Company's and its Subsidiaries' covenant requirements set forth in the
Transaction Documents have been met.
9. From and after the Amendment Effective Date, any references to any
Transaction Document shall be deemed to be references to such Transaction
Document as modified hereby.
2
10. This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment to be signed in its name effective as of this 2nd day of May 2007.
NATIONAL INVESTMENT MANAGERS INC.
By:/s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: COO
LAURUS MASTER FUND, LTD.
By:/s/Xxxxxx Grin
Name: Xxxxxx Grin
Title: Director
4
