Attached files
| file | filename |
|---|---|
| 10-Q - National Investment Managers Inc. | v166084_10q.htm |
| EX-32 - National Investment Managers Inc. | v166084_ex32.htm |
| EX-31.2 - National Investment Managers Inc. | v166084_ex31-2.htm |
| EX-31.1 - National Investment Managers Inc. | v166084_ex31-1.htm |
| EX-4.71 - National Investment Managers Inc. | v166084_ex4-71.htm |
Exhibit
4.70
| November 13, 2009 |
CERTIFIED MAIL RETURN
RECEIPT REQUESTED,
FIRST-CLASS MAIL &
EMAIL
|
National
Investment Managers Inc.
485
Metro Place South, Suite 275
Dublin,
OH 43017
Attn:
Steven Ross, Chief Executive Officer
|
|
Jones
Day
325
John H. McConnell Boulevard, Suite 600
P.O.
Box 165017
Columbus,
OH 43216-5017
Attn:
Jeffrey D. Litle, Esq.
|
|
|
Re:
|
Loan
Obligations of National Investment Managers Inc. (the “Borrower”), and
obligations of the guarantors set forth on Schedule A
attached hereto (the “Guarantors”) to
RBS Citizens, National Association (the “Lender”)
|
Dear Mr.
Ross:
Please be advised that our law firm is
continuing to represent the Lender in connection with the outstanding loan
obligations of the Borrower and Guarantors.Reference is hereby made to a certain
Revolving Line of Credit and Term Loan Agreement, dated as of November 30, 2007,
by and between the Borrower and Lender, as amended by (i) a certain Amendment
No. 1 to Revolving Line of Credit and Term Loan Agreement, dated as of March 31,
2008, (ii) a certain Amendment No. 2 to Revolving Line of Credit and Term Loan
Agreement, dated as of June 30, 2008, (iii) a certain Amendment No. 3 to
Revolving Line of Credit and Term Loan Agreement, dated as of June 30, 2008,
(iv) a certain Amendment No. 4 to Revolving Line of Credit and Term Loan
Agreement dated as of July 16, 2008, (v) a certain Amendment No. 5 to Revolving
Line of Credit and Term Loan Agreement dated as of October 1, 2008, (vi) a
certain Amendment No. 6 to Revolving Line of Credit and Term Loan Agreement
dated as of November 26, 2008, (vii) a certain Amendment No. 7 to Revolving Line
of Credit and Term Loan Agreement dated as of March 30, 2009, (viii) a certain
Amendment No. 8 to Revolving Line of Credit and Term Loan Agreement dated as of
June 30, 2009, and (ix) a certain Amendment No. 9 to Revolving Line of Credit
and Term Loan Agreement dated as of September 25, 2009 (as amended, the “Loan
Agreement”). The Loan Agreement and all other documents
executed in connection therewith are sometimes collectively referred to herein
as the “Loan
Documents”. The obligations evidenced by the Loan Documents
are sometimes collectively referred to herein as the “Loans”.
Based upon the most recent financial
information provided by Borrower to Lender for Borrower’s fiscal quarter ending
September 30, 2009, the Borrower is not in compliance with certain financial
covenants set forth in the Loan Agreement. Specifically, Borrower is
in default under the Loan Agreement for failure to comply with the following
covenants (collectively, the “Covenant Defaults”):
|
|
(i)
|
the
Minimum EBITDA covenant as set forth in Section 5(m) of the Loan
Agreement;
|
|
|
(ii)
|
the
Maximum Ratio of Total Funded Debt to Adjusted EBITDA covenant as set
forth in Section 5(n) of the Loan Agreement;
and
|
|
|
(iii)
|
the
Minimum Fixed Charge Coverage Ratio covenant as set forth in Section 5(o)
of the Loan Agreement.
|
The purpose of this letter is to
provide Borrower with written notice of the Covenant Defaults under the Loan
Documents. The Lender, by giving this notice to you, is not required
to provide the Borrower any further notice of these or other
defaults.
The Covenant Defaults may entitle the
Lender to charge interest at the default rate of interest and to exercise the
rights and remedies available under the Loan Documents and applicable law, after
the expiration of any applicable grace period. Borrower shall also be
liable for all legal and other fees and expenses of the Lender incurred in
connection with such default and the enforcement of the loan obligations of the
Borrower to Lender including, without limitation, all attorneys’ fees and
costs.
The Lender is not hereby exercising any
of its rights and remedies but expressly reserves its right to do so at any
time. Further, the Lender reserves the right to accept and apply
payments with respect to the Loans at any time. The Lender’s
acceptance of such payments shall not constitute a cure or waiver of the
Covenant Defaults or any other existing defaults. This letter and the
Lender’s reservation of rights contained herein are not be construed as a waiver
of any rights and remedies of the Lender under the Loan Documents.
|
Very
truly yours,
|
||
|
/s/ Brian F. Plunkett
|
||
|
Brian
F. Plunkett
|
cc: David
J. Bugbee, Senior Vice President
2
SCHEDULE
A
|
Subsidiary:
|
Execution
Date:
|
|
|
1.
|
ABR
Advisors, Inc.
a
New York corporation
2985
Navajo Street
Yorktown
Heights, NY 10598
|
November
30, 2007
|
|
2.
|
Alan
N. Kanter & Associates, Inc.
a
Maryland corporation
31
Walker Avenue, 2nd Floor
Baltimore,
MD 21208
|
July
16, 2008
|
|
3.
|
Alaska
Pension Services, Ltd.
an
Alaskan corporation
400
D Street, Suite 300
Anchorage,
AK 99501
|
June
30, 2008
|
|
4.
|
Asset
Preservation Corp.
a
Pennsylvania corporation
110
Gibraltar Road, Suite 101
Horsham,
PA 19044-2376
|
November
30, 2007
|
|
5.
|
Benefit
Dynamics, Inc.
a
Pennsylvania corporation
89
N. Haddon Avenue, Suite D
Haddonfield,
NJ 08033
|
November
30, 2007
|
|
6.
|
Benefit
Management Inc.
a
Massachusetts corporation
3
Lyons Way
North
Attleboro, MA 02763
|
November
30, 2007
|
|
7.
|
BPI/PPA
Inc.
a
Delaware corporation
1013
Centre Road
Wilmington,
DE 10805
|
November
30, 2007
|
|
8.
|
California
Investment Annuity Sales, Inc.
a
California corporation
4640
Admiralty Way
Marina
Del Ray, CA 90292
|
March
31, 2008
|
|
9.
|
Circle
Pension, Inc.
a
New York corporation
Empire
State Building
350
Fifth Ave., Suite 534
New
York, NY 10118
|
November
30, 2007
|
|
10.
|
Complete
Investment Management, Inc. of Philadelphia
a
Pennsylvania corporation
110
Gibraltar Road, Suite 101
Pennsylvania
Business Campus
Horsham,
PA 19044
|
November
30, 2007
|
3
|
11.
|
Haddon
Strategic Alliances, Inc.
a
New Jersey corporation
426
Queensboro Lane
Haddonfield,
NJ 08033
|
November
30, 2007
|
|
12.
|
Lamoriello
& Co., Inc.
a
Rhode Island corporation
2374
Post Road, Suite 1
Warwick,
RI 02886
|
November
30, 2007
|
|
13.
|
National
Actuarial Pension Services, Inc.
a
Texas corporation
10777
Westheimer, Suite 220
Houston,
TX 77042
|
November
30, 2007
|
|
14.
|
National
Associates, Inc., N.W.
a
Washington corporation
2212
2nd Avenue W.
Seattle,
Washington 98119
|
November
30, 2007
|
|
15.
|
Pension
Administration Services, Inc.
a
Pennsylvania corporation
110
Gibraltar Road, Suite 101
Horsham,
PA 19044-2376
|
November
30, 2007
|
|
16.
|
Pension
Technical Services, Inc. (d/b/a REPTECH Corp.)
a
Colorado corporation
6400
South Fiddler’s Green Circle, Suite 500
Greenwood
Village, CO 80111
|
October
1, 2008
|
|
17.
|
Pentec,
Inc.
a
Connecticut corporation
72
Queen Street
Southington,
CT 06489
|
November
30, 2007
|
|
18.
|
Pentec
Capital Management, Inc.
a
Connecticut corporation
72
Queen Street
Southington,
CT 06489
|
November
30, 2007
|
|
19.
|
Southeastern
Pension Services, Inc.
a
Florida corporation
1525
International Parkway, Suite 2071
Lake
Mary, FL 32746
|
November
30, 2007
|
|
20.
|
Stephen
H. Rosen & Associates, Inc.
a
New Jersey corporation
89
North Haddon Avenue
Haddonfield,
NJ 08033
|
November
30, 2007
|
|
21.
|
The
Pension Alliance, Inc.
a
Pennsylvania corporation
2578
Interstate Drive, Suite 102
Harrisburg,
PA 17110
|
November
30, 2007
|
4
|
22.
|
The
Pension Group, Inc.
a
California corporation
23046
Avenida De La Carlota, Suite 500
Laguna
Hills, CA 92653
|
November
26, 2008
|
|
23.
|
Valley
Forge Consulting Corporation
a
Pennsylvania corporation
998
Old Eagle School Rd., Suite 1206
Wayne,
PA 19087
|
November
30, 2007
|
|
24.
|
Valley
Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.)
a
Pennsylvania corporation
998
Old Eagle School Rd., Suite 1206
Wayne,
PA 19087
|
November
30, 2007
|
|
25.
|
VEBA
Administrators, Inc. (d/b/a Benefit Planning, Inc.)
a
California corporation
4640
Admiralty Way, 9th Floor
Marina
Del Rey, CA 90292
|
November
30, 2007
|
|
26.
|
V.F.
Associates, Inc.
a
Pennsylvania corporation
998
Old Eagle School Rd., Suite 1206
Wayne,
PA 19087
|
November
30, 2007
|
|
27.
|
V.F.
Investment Services Corp.
a
Pennsylvania corporation
998
Old Eagle School Rd., Suite 1206
Wayne,
PA 19087
|
November
30, 2007
|
5