Exhibit 10.109
AMENDMENT NO. 1 TO PROMISSORY NOTES
This Amendment No. 1 to Promissory Notes ("Amendment") is by and between
Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxx-Xxxx (the "Holders") and National Investment
Managers Inc. (the "Maker"), effective as of September 25, 2009.
Whereas, reference is herby made to a certain Promissory Note, dated
October 1, 2008, by and between the Holders and the Maker in the amount of Four
Hundred Sixty One Thousand Three Hundred and Twenty Eight dollars ($461,328.00)
with a Cutoff Date of December 1, 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
October 1, 2008, by and between the Holders and the Maker in the amount of Four
Hundred Sixty One Thousand Three Hundred and Twenty Eight dollars ($461,328.00)
with a Cutoff Date of December 1, 2010 (the "Promissory Note No. 2;" Promissory
Note No. 1 and Promissory Note No. 2 collectively referred to as "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 payments due and Cutoff Dates under the Promissory Notes
with installment payments to be made in equal principal monthly
installments of Seventy Six Thousand Eight Hundred and Eighty Eight
Dollars ($76,888.00) each, plus accrued interest, beginning on May 15,
2010 and ending April 15, 2010. Payments are due upon the 15th 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
December 1, 2009
4. No other changes to the Promissory Notes are made, except as expressly
set forth herein. Moreover, the above monthly installment schedule does
not impact EBITDA adjustments to the principal amount pursuant to
Section 2.6 of the Purchase Agreement and the Promissory Notes.
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. XXXXX X. XXXX
By:_/s/ Xxxx X. Davis_______________ By:__/s/ Xxxxx X. Shaw_______
Name: Xxxx X. Xxxxx
Title: President & Chief Operating Officer
XXXXXX X. XXXXXXX-XXXX
By:__/s/ Xxxxxx X. Xxxxxxx-Xxxx
