Unassociated Document


    


    
      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