Exhibit 4.67
AMENDMENT NO. 2 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTE
This Amendment No. 2 and Allonge to Revolving Line of Credit Note (the
"Agreement") is by and between RBS Citizens, National Association, a national
bank having a lending office at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (the "Lender")
and National Investment Managers Inc., a Florida corporation having an address
of 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Borrower"). This
Agreement shall be considered an allonge to the Note (as defined below) and is
hereby firmly affixed to and made part of the Note.
R E C I T A L S
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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 Xxxxx 00, 0000, (xx) 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, (viii) a certain Amendment No. 8 to Term Loan Agreement dated as
of June 30, 2009 and (ix) a certain Amendment No. 9 to Term Loan Agreement
of even date herewith (as amended, the "Loan Agreement"). The loan
obligations of Borrower to Lender are further evidenced by 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 a certain Amendment No. 1 and Allonge to Revolving Line of Credit Note
dated as of March 30, 2009 (as amended, the "Note"). 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 temporarily increase the maximum
principal amount available under the Note to $2,500,000.00 from the date
hereof until December 31, 2009.
C. Lender has agreed to temporarily increase the maximum principal amount
available under the Note to $2,500,000.00 from the date hereof until
December 31,2009, provided that Borrower agrees with the terms set forth
in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lender and the Borrower hereby
agree to modify and amend the Note as follows:
1. Section 1 of the Note is hereby amended to delete the definition of
"Maximum Revolving Credit" in its entirety and to substitute the following
new definition in its place:
"1.5 Maximum
Revolving Credit: $2,500,000.00 until December 31, 2009, and
thereafter reduced to $2,000,000.00."
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Amendment No. 2 and Allonge to Revolving Line of Credit Note Page 1 of 3
2. Borrower hereby acknowledges that the obligations of Borrower under the
Note, as amended hereby, shall be affected and governed by the Loan
Agreement as amended by a certain Amendment No. 9 to Revolving Line of
Credit and Term Loan Agreement of even date herewith by and between
Borrower and Lender.
No other changes are hereby made to the Note and Borrower reaffirms its
obligations under the Note in their entirety. This Agreement is not intended to
extinguish or affect any of the debt evidenced by the Note.
This Agreement is made in The Commonwealth of Massachusetts and shall be
construed in accordance with its laws. If any provision hereof is in conflict
with any statute or rule of law of The Commonwealth of Massachusetts or any
other statute or rule of law of any other applicable jurisdiction or is
otherwise unenforceable, such provisions shall be deemed null and void only to
the extent of such conflict or unenforceability and shall be deemed separate
from and shall not invalidate any other provision of this Agreement.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and no other parties
shall be a beneficiary hereunder. Neither this Agreement nor any of the
provisions hereof can be changed, waived, discharged or terminated except by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
This Agreement may be signed in counterparts, 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.
[Signatures on following page]
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Amendment No. 2 and Allonge to Revolving Line of Credit Note Page 2 of 3
EXECUTED under seal as of the ___ day of September, 2009.
LENDER:
RBS CITIZENS, NATIONAL ASSOCIATION
/s/ N. C. Xxxxx By: /s/ Xxxxx Xxxxxx
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Witness Name: Xxxxx Xxxxxx
Title: Senior Vice President
BORROWER:
NATIONAL INVESTMENT MANAGERS INC.
/s/ Xxxx Xxxx By: /s/ Xxxxxx X. Xxxx
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Witness Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
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