AMENDMENT NO. 8 TO SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 8 to Securities Purchase and Loan Agreement (this “Agreement”) is made as of the 26th day of April, 2010 by and among NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), each of the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and collectively, the “Guarantors”), WOODSIDE CAPITAL PARTNERS IV, LLC (“Woodside IV”), WOODSIDE CAPITAL PARTNERS IV QP, LLC (“Woodside IV 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 Brother Commercial Bank) (“Woodside V QP”, and together with Woodside IV, Woodside IV QP, and Woodside V, the “Holders”) and WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the “Collateral Agent”).
ELEVENTH AMENDMENT TO REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENTRevolving Line of Credit and Term Loan Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Eleventh Amendment to Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is made as of the 26th day of April, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION, having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”), NATIONAL INVESTMENT MANAGERS, INC., a Florida corporation having an address of 485 Metro Place South, Suite 275, Dublin, OH 43017 (the “Borrower”), and each of the guarantors identified as such on the signature pages hereto (each a “Guarantor,” and collectively, the “Guarantors”).
TERMINATION AGREEMENTTermination Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
THIS TERMINATION AGREEMENT (hereinafter referred to as this “Agreement”) is entered into by and among NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), and WOODSIDE CAPITAL PARTNERS IV, LLC (“WoodSide IV”), WOODSIDE CAPITAL PARTNERS IV QP, LLC (“WoodSide IV QP”), WOODSIDE CAPITAL PARTNERS V, LLC, as assignee of Lehman Brothers Commercial Bank (“Woodside V”), WOODSIDE CAPITAL PARTNERS V QP, LLC, as assignee of Lehman Brothers Commercial Bank (“Woodside V QP,” and together with Woodside V, the “Assignees”) (Woodside IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to herein as the “Holders”) and Woodside Agency Services, LLC (the “Collateral Agent”), this 26th day of April, 2010. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement, as defined below.
WOODSIDE AGENCY SERVICES, LLC Burlington, MA 01803Fee Arrangements • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
We refer to (a) that certain Securities Purchase and Loan Agreement, dated as of November 30, 2007 (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement”), by and among, inter alios, Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside IV QP”), Woodside Capital Partners V, LLC, as assignee of Lehman Brothers Commercial Bank (“Woodside V”), Woodside Capital Partners V QP, LLC, as assignee of Lehman Brothers Commercial Bank (“Woodside V QP”, and together with Woodside V, the “Assignees”) (Woodside IV, Woodside IV QP, Woodside V and Woodside V QP are collectively referred to herein as the “Holders”), Woodside Agency Services, LLC, as Collateral Agent, and National Investment Managers Inc. (the “Company”); (b) that certain Amendment No. 8 to Securities Purchase and Loan Agreement, dated as of April 26, 2010 (the “Forbearance Agreement”), by and among, inter alios, the Holders, the Company and Woodside Agen
AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment to Intercreditor and Subordination Agreement (this “Amendment”) is made as of the 26th day of April, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION (the “Senior Creditor”), WOODSIDE CAPITAL PARTNERS IV, LLC (“Woodside IV”), WOODSIDE CAPITAL PARTNERS IV QP, LLC (“Woodside IV 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 Brother Commercial Bank) (“Woodside V QP”, and together with Woodside IV, Woodside IV QP, and Woodside V, the “Holders”) and WOODSIDE AGENCY SERVICES, LLC as collateral agent for the Holders (the “Collateral Agent”), amends certain provisions of that certain Intercreditor and Subordination Agreement, dated as of November 30, 2007 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Intercreditor Agreement”), by and among, inter
AMENDMENT NO. 4 AND ALLONGE TO TERM PROMISSORY NOTETerm Promissory Note • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 4 and Allonge to Term Promissory Note (this “Agreement”) is made as of the 26th day of April, 2010 by and among 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. 4 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
This Amendment No. 4 to Revolving Line of Credit Note (this “Agreement”) is made as of the 26th day of April, 2010 by and among 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”).
WOODSIDE AGENCY SERVICES, LLCRevolving Line of Credit and Term Loan Agreement • April 30th, 2010 • National Investment Managers Inc. • Investment advice • Massachusetts
We refer to (a) that certain Revolving Line of Credit and Term Loan Agreement, dated as of November 30, 2007 (as amended by that certain Eleventh Amendment to Revolving Line of Credit and Term Loan Agreement, dated as of even date herewith (the “Eleventh Amendment”), and as may be further amended, restated or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among RBS Citizens, National Association (“RBS”), National Investment Managers Inc. (the “Company”) and the guarantors party thereto, and (b) that certain letter agreement, dated as of April 12, 2010 (the “Working Capital Loan Letter”), by and among Woodside Capital Partners IV, LLC (“Woodside IV”), Woodside Capital Partners IV QP, LLC (“Woodside IV QP”), Woodside Capital Partners V, LLC (“Woodside V”), Woodside Capital Partners V QP, LLC (“Woodside V QP”, and together with Woodside IV, Woodside IV QP and Woodside V, collectively, the “Holders”), Woodside Agency Services, LLC, as Collateral Agent, th
