Unassociated Document


     

    
      Exhibit
4.71

    

     

    Woodside
Agency Services, LLC

    25 Mall
Road

    Burlington,
MA  01803

    


    November
13, 2009

    


    VIA
CERTIFIED MAIL AND FASCIMILIE

    National
Investment Managers Inc.

    485 Metro
Place South, Suite 275

    Dublin,
Ohio  43017

    
      	
              Attn:

            	
              Steven
      Ross

            


    

    


    
      	
            	
              Re: 

            	
              Notice of Event of
      Default – Reservation of
Rights

            


    

    


    Ladies
and Gentlemen:

    


    Reference
is hereby made to that certain Securities Purchase Agreement, dated as of
November 30, 2007 (as amended and in effect from time to time, the “Securities Purchase
Agreement”), by and among National Investment Managers Inc., a Florida
corporation (the “Company”), Woodside
Capital Partners IV, LLC (“Woodside IV”),
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 Brother Commercial Bank) (“Woodside V QP”, and
together with Woodside IV, QP, and Woodside V, the “Holders”) and
Woodside Agency Services, LLC as collateral agent for the Holders (the “Collateral Agent”).
Capitalized terms used but not defined herein shall have the same meanings
herein as in the Securities Purchase Agreement.

    


    You have
informed the Collateral Agent that there have occurred and are continuing
certain Events of Default under Section 7.6 and Section 7.13 of the Securities
Purchase Agreement as a result of the Company’s failure to comply with the
maximum Leverage Ratio, minimum EBITDA, minimum Fixed Charge Coverage Ratio, and
maximum Capital Expenditures limit, in each case, for the fiscal period ending
September 30, 2009 (collectively, the “Existing
Defaults”).  As a result of the occurrence of the Existing
Defaults, the Collateral Agent and the Holders may, in their sole and absolute
discretion, proceed to enforce any and all rights under or in respect of the
Securities Purchase Agreement, the other Financing Agreements and applicable
law.

    


    The
Collateral Agent, on behalf of itself and the Holders, hereby expressly reserves
all of its rights and remedies under the Securities Purchase Agreement, the
other Financing Agreements and applicable law in respect of the Existing
Defaults and any and all other Defaults or Events of Default under the
Securities Purchase Agreement and the other Financing
Agreements.  Effective November 15th, 2009
we will be enforcing our right to impose the default rate of interest pursuant
to Section 3.5(b) of the Securities Purchase Agreement.  Failure of
the Collateral Agent to exercise any right or remedy shall not constitute a
waiver of that or any other right or remedy.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      	 
      	 
      
	 
      	
              WOODSIDE AGENCY SERVICES,
      LLC, as Collateral Agent

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              Woodside
      Capital Management, LLC, its Manager

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      David B. Ray

            	 
      
	 
      	
              Name:

            	
              David
      B. Ray

            	 
      
	 
      	
              Title:

            	
              EVP

            	 
      


    

    


    
      	
              Cc: 

            	
              Stephen
      Fleming, Esq.