Unassociated Document


    Exhibit
4.1

    


    Woodside
Agency Services, LLC

    25 Mall
Road

    Burlington,
MA  01803

    


    April 12,
2010            

    


    National
Investment Managers Inc.

    485 Metro
Place South, Suite 275

    Dublin,
Ohio  43017

    Attention:  President

    


    Re:  Short-Term Working Capital
Loan

    


    Ladies
and Gentlemen:

    


    We refer to the Securities Purchase and
Loan Agreement, dated as of November 30, 2007 (as amended, restated or otherwise
modified and in effect from time to time, the “Securities Purchase
Agreement”), among National Investment Managers Inc. (the “Company”), Woodside
Capital Partners IV, LLC (“Woodside IV”),
Woodside Capital Partners IV QP, LLC (“Woodside IV QP”),
Woodside Capital Partners V, LLC (“Woodside V”), as
assignee of Lehman Brothers Commercial Bank, Woodside Capital Partners V QP, LLC
(“Woodside V
QP”), and together with Woodside IV, Woodside IV QP and Woodside V,
collectively, the “Holders”), as
assignee of Lehman Brothers Commercial Bank, and Woodside Agency Services, LLC,
as collateral agent for the Holders (“Collateral
Agent”).  Capitalized terms which are used in this letter
without definition and which are defined in the Securities Purchase Agreement
shall have the same meanings herein as in the Securities Purchase
Agreement.  The Holders and the Collateral Agent shall be referred to
herein collectively as “Woodside”.

    


    Specified
Defaults.

    


    As you are aware, as a result of, among
other things, the failure of the Company to comply with various financial
covenants contained in the Securities Purchase Agreement and Section 10.1(f) of
the Securities Purchase Agreement, certain Events of Default (hereinafter, the
“Specified
Defaults”) have occurred and are continuing under the Securities Purchase
Agreement.  We note, and the Company hereby acknowledges, that the
Holders are under no obligation to make additional loans or otherwise extend
credit to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Request for Additional
Loan.

    


    The Company has notified Woodside that
it requires assistance in funding certain short-term working capital needs (the
“Short-Term Working
Capital Needs”), and to that end has requested that the Holders advance
to it an additional loan in the amount of $500,000.00.  Each of the
Holders has determined in its sole discretion that it is in the best interests
of such Holder to advance on the date hereof its pro rata share of a new loan
to the Company, which new loan shall be in the aggregate principal amount of
$500,000.00 (the “Short-Term Working Capital
Loan”).  Notwithstanding anything to the contrary set forth in
the Securities Purchase Agreement or the other Financing Agreements, the Company
and Woodside hereby acknowledge and agree that the Short-Term Working Capital
Loan shall be made under and pursuant to the Securities Purchase Agreement,
shall constitute additional Obligations of the Company under the Securities
Purchase Agreement, will be secured by the Collateral and subject and entitled
to all rights, privileges, terms, conditions and covenants of the Financing
Agreements and will be evidenced by Senior Secured Notes (each, a “2010 Note”) payable
to each Holder.  The Company hereby agrees that the principal amount
of the Short-Term Working Capital Loan, together with all accrued and unpaid
interest, shall be due and payable in full in cash on May 15, 2010 (the “Maturity
Date”).  The Company hereby further agrees that the principal
amount of the Short-Term Working Capital Loan shall accrue interest (subject to
the provisions of each 2010 Note) through the Maturity Date, at a rate of twelve
percent (12%) per annum, payable pursuant to the terms set forth in each 2010
Note.  Should the Company fail to repay in full in cash the principal
amounts owing under the 2010 Notes on or prior to the Maturity Date, then all
overdue amounts shall thereafter accrue interest at a rate of eighteen percent
(18%) per annum, payable pursuant to the terms set forth in each 2010
Note.  For the avoidance of doubt, payment of such increased interest
rate shall not excuse or otherwise affect the Company’s obligation to repay the
Short-Term Working Capital Loan in full in cash on the Maturity
Date.

    


    The Company hereby covenants that 100%
of the proceeds of the Short-Term Working Capital Loan shall be used to fund the
Short-Term Working Capital Needs.  Upon the Effective Date (as defined
below), each of the Holders shall fund its pro rata share
of the Short-Term Working Capital Loan pursuant to the wiring instructions set
forth on Exhibit
A hereto.

    


    The parties hereto acknowledge and
agree that this Agreement and each of the 2010 Notes shall constitute a
“Financing Agreement” under and as defined in the Securities Purchase
Agreement.  For the avoidance of doubt, from and after the Effective
Date (as defined below), all references in the Securities Purchase Agreement to
the defined term “Notes” shall also refer to the 2010
Notes.  Accordingly, the defined term “Notes” appearing in Section 1
of the Securities Purchase Agreement is hereby amended by deleting such
definition in its entirety and inserting in lieu thereof the
following:

    


    “Notes.  Notes
shall mean (a) the Senior Secured Notes of the Company aggregating up to
$12,000,000 in principal amount issued pursuant to Section 2.1 hereof, (b), the
2010 Notes and (c) any other Notes transferred to any other holders pursuant to
Section 15 hereof.

    


    Additionally, Section 1 of the
Securities Purchase Agreement is further amended by inserting the following new
defined term in proper alphabetical order:

    


    “2010
Notes.  2010 Notes shall mean those certain Senior Secured
Notes of the Company issued pursuant to that certain letter agreement, dated as
of April 12, 2010, by and among the Company, the Holders, the Guarantors and the
Collateral Agent.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Conditions to
Effectiveness.

    


    This agreement (this “Agreement”) shall be
effective on the date (the “Effective Date”) on
which each of the following conditions shall have been satisfied in
full:

    


    1.           This
Agreement shall have been executed and delivered by the Company, each of the
Guarantors, the Collateral Agent and each of the Holders.

    


    2.           The
Collateral Agent shall have received the 2010 Notes, duly executed by the
Company.

    


    3.           The
Company shall have paid to the Collateral Agent, for the pro rata account of each of
the Holders, a fee (the “Fee”) in an amount
equal to $5,000, which Fee shall be fully-earned and payable in cash immediately
upon the effectiveness hereof.

    


    4.           The
Collateral Agent shall have received such certificates of resolutions or other
action, incumbency certificates and/or other certificates of duly authorized
officers of the Company and each of its Subsidiaries as the Collateral Agent may
require evidencing the identity, authority and capacity of each officer thereof
authorized to take all actions on behalf of the Company and such Subsidiary in
connection with this Agreement.

    


    5.           The
Collateral Agent shall have received such documents and certifications as the
Collateral Agent may reasonably require to evidence that the Company and each of
its Subsidiaries is duly organized or formed, and that the Borrower and each of
its Subsidiaries is validly existing, in good standing and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such
qualification.

    


    6.           The
Company shall have reimbursed the Collateral Agent for all costs and expenses
incurred in connection with the preparation of this Agreement and the 2010
Notes, including, without limitation, the fees of its legal
counsel.

    


    Representations and
Warranties of the Company.

    


    Except as set forth on Schedule A hereto,
each of the representations and warranties of the Company set forth in Section 4
of the Securities Purchase Agreement shall be true and correct in all respects
as of the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Miscellaneous.

    


    The Company hereby acknowledges and
agrees that Woodside expressly reserves and continues to reserve all of its
rights and remedies under the Securities Purchase Agreement, the other related
Financing Agreements and applicable law in respect of the Specified Defaults and
any and all other existing or future Defaults or Events of Default under the
Securities Purchase Agreement and the other Financing Agreements.  The
Company further acknowledges and agrees that, (i) as a result of the continuance
of any such Events of Default (including, without limitation, the Specified
Defaults), Woodside may, in its sole and absolute discretion, proceed to enforce
any and all of its rights under or in respect of the Securities Purchase
Agreement, the other Financing Agreements and applicable law, (ii) the failure
of Woodside to exercise any right or remedy shall not constitute a waiver of
that or any other right or remedy, (iii) the acceptance by Woodside of any
payment(s) in respect of any 2010 Note or the Short-Term Working Capital Loan
shall not be deemed to constitute any agreement by Woodside to waive the demand
for payment in full of any 2010 Note, the Short-Term Working Capital Loan or any
other amounts due and owing under the Securities Purchase Agreement or any
Financing Agreement and (iv) the making of the Short-Term Working Capital Loan
shall not constitute a waiver of the Specified Defaults.

    


    The Company and each Guarantor further
acknowledges and agrees that: (a) it does not have any claim or cause of action
against the Collateral Agent or any of the Holders (or any of their respective
predecessors, directors, officers, employees, agents, affiliates or attorneys);
(b) it does not have any offset right, counterclaim or defense of any kind
against the Obligations or any portion thereof; and (c) the Collateral Agent and
the Holders have heretofore properly performed and satisfied in a timely manner
all of their respective obligations and commitments to the Company. The
Collateral Agent and the Holders wish (and the Company and Guarantors agree) to
eliminate any possibility that any past conditions, acts, omissions, events or
circumstances would impair or otherwise adversely affect any of the rights,
interests, security and/or remedies of the Collateral Agent, on behalf of the
Holders, or the Holders. For and in consideration of the agreements contained in
this Agreement and other good and valuable consideration, the Company and each
Guarantor unconditionally and irrevocably releases, waives and forever
discharges the Collateral Agent and the Holders, together with their respective
predecessors, successors, assigns, subsidiaries, affiliates, agents and
attorneys (collectively, the “Released Parties”),
from the following (each a “Claim”): (x) any and
all liabilities, obligations, duties, promises or indebtedness of any kind of
the Released Parties to the Company or the Guarantors which existed, arose or
occurred at any time from the beginning of the world to the execution of this
Agreement, and (y) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), which the Company or any Guarantor might otherwise
have against the Released Parties, or any of them, in either case (x) or (y) on
account of any condition, act, omission, event, contract, liability, obligation,
indebtedness, claim, cause of action, defense, circumstance or matter of any
kind which existed, arose or occurred at any time from the beginning of the
world to the execution of this Agreement.

    


    This Agreement may be executed in any
number of counterparts and by different parties in separate counterparts, each
of which when so executed and delivered, shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.
 Delivery of an executed counterpart of a signature page to this Agreement
by facsimile or electronic mail shall be as effective as delivery of a manually
executed counterpart of this Agreement.  Any party delivering an
executed counterpart of this Agreement by facsimile or electronic mail also
shall deliver a manually executed counterpart of this Agreement but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.

    


    [Remainder of page intentionally left
blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	
                      Very
      truly yours,

                    
	 
      
	
                      WOODSIDE AGENCY SERVICES,
      LLC,

                    
	
                      as
      Collateral Agent

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      Woodside
      Capital Management,

                      LLC,
      its Manager

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            By

                          	
                            :
      /s/ Daphne Firth

                          
	Name:
      Daphne Firth
	Title:
      EVP


                  

                

              

            

          

        

      

    

    


    HOLDERS:

    


    WOODSIDE
CAPITAL PARTNERS IV, LLC

    


    By:   
Woodside Opportunity Partners, LLC, its Manager

    By:   Woodside
Capital Management, LLC, its Manager 

    


    
      
        	
                By:

              	
                 /s/ Daphne Firth

              
	
                Name:
      Daphne Firth

              
	
                Title:
      EVP

              


      

    

    


    WOODSIDE
CAPITAL PARTNERS IV QP, LLC

    


    By:   
Woodside Opportunity Partners, LLC, its Manager

    By:   Woodside
Capital Management, LLC, its Manager 

    


    
      
        	
                By:

              	
                 /s/ Daphne Firth

              
	
                Name:
      Daphne Firth

              
	
                Title:
      EVP

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WOODSIDE
CAPITAL PARTNERS V, LLC

    


    By:   
Woodside Opportunity Partners, LLC, its Manager

    By:   Woodside
Capital Management, LLC, its Manager 

    


    
      
        	
                By:

              	
                 /s/ Daphne Firth

              
	
                Name:
      Daphne Firth

              
	
                Title:
      EVP

              


      

    

    


    WOODSIDE
CAPITAL PARTNERS V QP, LLC

    


    By:   
Woodside Opportunity Partners, LLC, its Manager

    By:   Woodside
Capital Management, LLC, its Manager 

    


    
      
        	
                By:

              	
                 /s/ Daphne Firth

              
	
                Name:
      Daphne Firth

              
	
                Title:
      EVP

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACCEPTED AND
AGREED:

    


    NATIONAL
INVESTMENT MANAGERS INC.

    


    
      
        
          	
                  By

                	
                  : /s/ Steven J. Ross

                
	
                  Name:
      Steven J. Ross

                
	
                  Title:
      Chief Executive Officer

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RATIFICATION OF
GUARANTEES

    


    Each of the undersigned Guarantors
hereby consents to the foregoing Agreement, joins the above Agreement for the
purpose of consenting to and being bound by the provisions thereof, and ratifies
and confirms its respective obligations under (i) that certain Guaranty, dated
as of November 30, 2007 (as amended, restated, or otherwise modified and in
effect from time to time), by ABR ADVISORS, INC., ASSET PRESERVATION CORP.,
BENEFIT DYNAMICS, INC., BENEFIT MANAGEMENT INC., BPI/PPA, INC., CIRCLE PENSION,
INC., COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA, HADDON STRATEGIC
ALLIANCES, INC., LAMORIELLO & CO., INC., NATIONAL ACTUARIAL PENSION
SERVICES, INC., NATIONAL ASSOCIATES, INC., N.W., PENSION ADMINISTRATION
SERVICES, INC., PENTEC, INC., PENTEC CAPITAL MANAGEMENT, INC., SOUTHEASTERN
PENSION SERVICES, INC., STEPHEN H. ROSEN & ASSOCIATES, INC., THE PENSION
ALLIANCE, INC., VALLEY FORGE ENTERPRISES, LTD., V.F. ASSOCIATES, INC., VF
INVESTMENT SERVICES, CORP. and VALLEY FORGE CONSULTING CORPORATION in favor of
the Collateral Agent, (ii) that certain Guaranty, dated as of April 4, 2008 (as
amended, restated or otherwise modified and in effect from time to time), by
CALIFORNIA INVESTMENT ANNUITY SALES, INC. in favor of the Collateral Agent,
(iii) that certain Guaranty, dated as of June 30, 2008 (as amended, restated or
otherwise modified and in effect from time to time), by ALASKA PENSION SERVICES,
INC. in favor of the Collateral Agent, (iv) that certain Guaranty, dated as of
July 16, 2008 (as amended, restated or otherwise modified and in effect from
time to time), by ALAN N. KANTER & ASSOCIATES, INC. in favor of the
Collateral Agent, (v) that certain Guaranty, dated as of October 1, 2008 (as
amended, restated or otherwise modified and in effect from time to time), by
PENSION TECHNICAL SERVICES, INC. in favor of the Collateral Agent, and (vi) that
certain Guaranty, dated as of November 26, 2008 (as amended, restated or
otherwise modified and in effect from time to time), by THE PENSION GROUP, INC.
in favor of the Collateral Agent,.

     

    [Remainder of page intentionally left
blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Guarantors

    


    ABR
ADVISORS, INC.

    ALAN
N. KANTER & ASSOCIATES, INC.

    ALASKA
PENSION SERVICES, INC.

    ASSET
PRESERVATION CORP.

    BENEFIT
DYNAMICS, INC.

    BENEFIT
MANAGEMENT INC.

    BPI/PPA,
INC.

    CALIFORNIA
INVESTMENT ANNUITY SALES, INC.

    CIRCLE
PENSION, INC.

    COMPLETE
INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA

    HADDON
STRATEGIC ALLIANCES, INC.

    LAMORIELLO
& CO., INC.

    NATIONAL
ACTUARIAL PENSION SERVICES, INC.

    NATIONAL
ASSOCIATES, INC., N.W.

    PENSION
ADMINISTRATION SERVICES, INC.

    PENSION
TECHNICAL SERVICES, INC.

    PENTEC,
INC.

    PENTEC
CAPITAL MANAGEMENT, INC.

    SOUTHEASTERN
PENSION SERVICES, INC.

    STEPHEN
H. ROSEN & ASSOCIATES, INC.

    THE
PENSION ALLIANCE, INC.

    THE
PENSION GROUP, INC.

    VALLEY
FORGE ENTERPRISES, LTD.

    V.F.
ASSOCIATES, INC.

    VF
INVESTMENT SERVICES, CORP.

    VALLEY
FORGE CONSULTING CORPORATION

    


    
      
        	
                By:

              	
                /s/ Steven J. Ross

              
	
                Name:
      Steven J. Ross

              
	
                Title:
      Chief Executive Officer

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

    


    Exceptions
to Representations and Warranties

    as
of the Effective Date

    


    
      	
               
      

            	
              1.

            	
              The
      Company has failed to comply with the Minimum EBITDA covenant set forth on
      Schedule 7.6 to the Securities Purchase Agreement for the periods ending
      September 30, 2009 and December 31,
2009;

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Company has failed to comply with the Maximum Leverage Ratio covenant set
      forth on Schedule 7.6 to the Securities Purchase Agreement for the periods
      ending September 30, 2009 and December 31,
2009;

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Company has failed to comply with the Fixed Charge Coverage Ratio covenant
      set forth on Schedule 7.6 to the Securities Purchase Agreement for the
      periods ending September 30, 2009 and December 31,
  2009;

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Company has failed to comply with Section 10.1(f) of the Securities
      Purchase Agreement due to the occurrence of certain “Events of Default”
      under the Senior Loan Agreement and the other Senior Documents;
      and

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Company anticipates that one or more Events of Default may occur during
      the Forbearance Period (as defined below) with respect to the various
      covenants set forth on Schedule 7.6 to the Securities Purchase Agreement
      and under Section 10.1(f) of the Securities Purchase
      Agreement.