PROMISSORY NOTEPromissory Note • March 31st, 2009 • National Investment Managers Inc. • Investment advice • California
This Note is executed as a replacement note, superseding and terminating the prior note between the parties dated April 3, 2008, as of the effective date of this Note. Interest accrued on the April 3, 2008 note shall be paid to the Holder within ten (10) business days of the original scheduled payment date of June 3, 2009.
AMENDMENT NO. 6 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 6 to Securities Purchase and Loan Agreement, dated as of March [__], 2009 (this “Agreement”), is by and among National Investment Managers Inc., a Florida corporation (the “Company”), Woodside Capital Partners IV, LLC (“Woodside”), Woodside Capital Partners IV QP, LLC (“QP”), Woodside Capital Partners V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V”), Woodside Capital Partners V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodside V QP”, and together with Woodside, QP and Woodside V, the “Holders”) and Woodside Agency Services, LLC as collateral agent for the Holders (the “Collateral Agent”).
AMENDMENT NO. 7 TO REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENTRevolving Line of Credit and Term Loan Agreement • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 7 to Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is by and between RBS Citizens, National Association, having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”) and National Investment Managers Inc., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (the “Borrower”).
AMENDMENT NO. 3 AND ALLONGE TO TERM PROMISSORY NOTETerm Promissory Note • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 3 and Allonge to Term Promissory Note (the “Agreement”) is by and between RBS Citizens, National Association, a national bank having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”) and National Investment Managers Inc., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (the “Borrower”). This Agreement shall be considered an allonge to the Term Note (as defined below) and is hereby firmly affixed to and made part of the Term Note.
AMENDMENT NO. 1 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 1 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 28 State Street, Boston, MA 02109 (the “Lender”) and National Investment Managers Inc., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (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.
AMENDMENT NO. 7 TO INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • March 31st, 2009 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 7 to Intercreditor and Subordination Agreement (the “Agreement”) is by and among (i) RBS CITIZENS, NATIONAL ASSOCIATION (the “Senior Creditor”), (ii) WOODSIDE CAPITAL PARTNERS IV, LLC, WOODSIDE CAPITAL PARTNERS IV QP, LLC, WOODSIDE CAPITAL PARTNERS V, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) and WOODSIDE CAPITAL PARTNERS V QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (the “Holders”), (iii) WOODSIDE AGENCY SERVICES, LLC, as collateral agent for the Holders (the “Collateral Agent” and together with the Holders, the “Subordinating Creditors”), (iv) NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), and (v) the Guarantors named on the signature pages of this Agreement (the “Guarantors” and together with the Company, the “Obligors”). The parties named above shall be collectively referred to herein as the “Parties”.
