Exhibit
4.77

    


    AMENDMENT NO. 4 AND ALLONGE
TO TERM PROMISSORY NOTE

     

    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”).

     

    RECITALS

     

    WHEREAS, Borrower and Lender
are parties to that certain Revolving Line of Credit and Term Loan Agreement,
dated as of November 30, 2007, as amended by (i) a certain Amendment No. 1 to
Revolving Line of Credit and Term Loan Agreement, dated March 31, 2008, (ii) a
certain Amendment No. 2 to Revolving Line of Credit and Term Loan Agreement,
dated June 30, 2008, (iii) a certain Amendment No. 3 to Revolving Line of Credit
and Term Loan Agreement, dated 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, (ix) a certain Amendment No. 9 to
Revolving Line of Credit and Term Loan Agreement dated as of September 25, 2009,
and (x) a certain Amendment No. 10 to Revolving Line of Credit and Term Loan
Agreement dated as of December 14, 2009 (collectively, the “Loan
Agreement”).  Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Loan
Agreement.

     

    WHEREAS, the obligations of
Borrower to Lender are further evidenced by (i) a certain Term Promissory Note,
dated November 30, 2007, from the Borrower to the Lender in the maximum
principal amount of up to $13,000,000.00, as amended by (a) a certain Amendment
No. 1 and Allonge to Term Promissory Note, dated as of June 30, 2008, increasing
the maximum principal amount to $15,000,000.00, (b) a certain Amendment No. 2
and Allonge to Term Promissory Note dated as of October 1, 2008, and (c) a
certain Amendment No. 3 and Allonge to Term Promissory Note dated as of March
30, 2009 (collectively, the “Term Note”); and (ii)
a certain Revolving Line of Credit Note, dated November 30, 2007, from the
Borrower to the Lender in the maximum principal amount of $2,000,000.00, as
amended by (a) a certain Amendment No. 1 and Allonge to Revolving Line of Credit
Note dated as of March 30, 2009, (b) a certain Amendment No. 2 and Allonge to
Revolving Line of Credit Note dated as of September 25, 2009, temporarily
increasing the maximum principal amount to $2,500,000.00 and (c) a certain
Amendment No. 3 and Allonge to Revolving Line of Credit Note dated as of
December 14, 2009 (collectively, the “Revolving Note”, and
together with the Term Note, the “Notes”).

     

    WHEREAS, the obligations of
Borrower to Lender evidenced by the Loan Agreement and the Notes are secured by
(i) a certain Security Agreement dated as of November 30, 2007 by Borrower in
favor of Lender (the “Security Agreement”)
and (ii) a certain Stock Pledge Agreement dated as of November 30, 2007 by
Borrower in favor of Lender (as subsequently amended, the “Stock Pledge
Agreement,” and together with the Loan Agreement, the Notes and the
Security Agreement, the “Loan
Documents”).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
4.77

    


    WHEREAS, the following Events
of Default (collectively, the “Identified Events of
Default”) have occurred or may occur:

     

    (i)          Borrower
has failed to comply with the Minimum EBITDA covenant set forth in Section 5(m)
of the Loan Agreement for the periods ending September 30, 2009 and December 31,
2009;

     

    (ii)         Borrower
has failed to comply with the Maximum Ratio of Total Funded Debt to Adjusted
EBITDA covenant set forth in Section 5(n) of the Loan Agreement for the periods
ending September 30, 2009 and December 31, 2009;

     

    (iii)        Borrower
has failed to comply with the Minimum Fixed Charge Coverage Ratio covenant set
forth in Section 5(o) of the Loan Agreement for the periods ending September 30,
2009 and December 31, 2009;

     

    (iv)        Borrower
has failed to comply with Section 6(iv)(i) of the Loan Agreement due to the
occurrence of certain defaults under the Junior Loan;

     

    (v)         Borrower
has failed to comply with Section I(1) of Amendment No. 10 to the Loan
Agreement, pursuant to which Borrower was required to repay any amounts
outstanding under the Revolving Note in excess of $2,000,000 on or before
February 28, 2010; and

     

    (vi)        Borrower
anticipates that one or more Events of Default may occur during the Forbearance
Period (as defined below) under Sections 5(m), 5(n) and 5(o) of the Loan
Agreement and under Section 6(a)(iv)(ii) of the Loan Agreement with respect to
Seller Financing.

     

    WHEREAS, contemporaneously
herewith, the Lender and Borrower have executed that certain Eleventh Amendment
to Revolving Line of Credit and Term Loan Agreement (the “Eleventh Amendment”),
pursuant to which the Lender has agreed to forbear from exercising its rights
and remedies in respect of the Identified Events of Default, but only as and to the
extent provided therein and on the terms and conditions described therein;
and

     

    WHEREAS, pursuant to and as a
condition to the effectiveness of the Eleventh Amendment, the Lender and the
Borrower have agreed to amend certain terms of the Term Note.

     

    NOW, THEREFORE, with the
foregoing Recitals incorporated by reference and made a part hereof, in
consideration of the mutual agreements contained in the Loan Documents
(including the Eleventh Amendment) and herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    
      
         


      

      
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    Exhibit
4.77

    


    1.     
      Amendments
to Term Note.

     

    (a)           Section
1.5 of the Term Note is hereby amended by deleting the definition of “Expiration
Date” and replacing it with the following:

     

    “Expiration Date”
means January 2, 2011.

     

    (b)           
Section 1 of Rider A to the Term Note is hereby amended by deleting the
definition of “Note” and replacing it with the following:

     

     “Note” means that
certain Term Promissory Note dated as of November 30, 2007, in the original
principal amount of $13,000,000 made payable by the Borrower to the order, and
for the benefit, of the Lender, to which this Rider A is attached,
as amended by (i) a certain Amendment No. 1 and Allonge to Term Promissory Note
dated as of June 30, 2008 increasing the principal amount of the loan to
$15,000,000, (ii) a certain Amendment No. 2 and Allonge to Term Promissory Note
dated as of October 1, 2008, (iii) a certain Amendment No. 3 and Allonge to Term
Promissory Note dated as of March 30, 2009, and (iv) a certain Amendment No. 4
and Allonge to Term Promissory Note dated as of April 26, 2010.

     

    (c)           Section
4 of the Term Note is hereby deleted in its entirety and replaced with the
following:

     

    “PAYMENTS.  During
the Availability Period, the Borrower shall make monthly payments of accrued
interest only in arrears on the outstanding principal balance of each Term Loan
Advance on (x) each payment Date, for Term Loan Advances accruing interest at
the Prime Rate and (y) each Interest Payment Date (as defined in Rider A), for Term
Loan Advances accruing interest at the LIBOR Option.  If interest is
due and accrued for a period of more or less than one (1) month on the first
Interest Payment Date, the first payment shall be increased or decreased to the
extent that the amount of interest then due exceeds or is less than one (1)
month’s interest.  During the Amortization Period, the Borrower shall
make, on each Interest Payment Date, monthly payments of accrued interest on the
outstanding principal balance of this Note, along with monthly payments of
principal based upon a five (5) year straight-line amortization schedule (to be
determined as of the commencement of the Amortization Period based upon the then
outstanding principal balance) as set forth in Schedule A to be
attached hereto.  Notwithstanding anything else to the contrary herein
or in any Loan Document, during the Forbearance Period (as defined in that
certain Eleventh Amendment to Revolving Line of Credit and Term Loan Agreement
dated as of April 26, 2010), the Borrower shall make monthly payments of
interest only.  On the Term Loan Maturity Date or such earlier date as
may be required under the terms of this Note or any of the Loan Documents, the
Borrower shall pay to Lender the entire then unpaid balance of principal,
interest, and other charges due under this Note and the other Loan
Documents.  Any payments on this Note, whether such payment is of a
regular installment or represents a prepayment (if permitted hereunder), shall
be made in coin and currency of the United States of America which is legal
tender for the payment of public and private debts, in immediately available
funds, to Lender at the address set forth in Section 1.2 above or at such other
address as Lender may from time to time designate in writing.  The
Borrower hereby authorizes Lender to charge any account maintained by Borrower
with Lender for any payment due from Borrower under this Note or under any of
the other Loan Documents.  In any of the foregoing cases, such
authorization, however, does not obligate Lender so to charge nor does it limit
the Borrower’s obligation to make any payment when due.”


    
      
         


      

      
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    Exhibit
4.77

    


    2.           Ratification
of Loan Documents.  Borrower hereby ratifies, confirms and
approves each of the terms and conditions, and its liabilities and obligations
under, each of the Loan Documents, including, without limitation, the Eleventh
Amendment.

     

    3.           Entire
Agreement; Amendments and Waivers.  There are no
other understandings, express or implied, between Lender and Borrower regarding
the subject matter hereof.  This Agreement may not be amended or
modified, and no provision of this Agreement may be waived, orally but only by a
written agreement executed and approved in accordance with Section 18 of the
Revolving Note.

     

    4.           Choice of
Law.  The validity of
this Agreement, its construction, interpretation and enforcement, and the rights
of the parties hereunder, shall be determined under, governed by, and construed
in accordance with the laws of The Commonwealth of Massachusetts without regard
to conflicts of laws principles.

     

    5.           Counterparts;
Delivery by Facsimile or Electronic Mail.  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.

     

    [Signature
Page Follows]



    
      
         


      

      
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    Exhibit 4.77

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.

     

    
      
        
          	 
      	
                  BORROWER:

                
	 
      	 
      
	 
      	
                  NATIONAL
      INVESTMENT MANAGERS, INC.

                
	 
      	 
      
	 
      	
                  By

                	
                  :  /s/ Steven J.
  Ross

                
	 
      	
                  Name:
      Steven J. Ross

                
	 
      	
                  Title:
      CEO

                
	 
      	 
      
	 
      	
                  LENDER:

                
	 
      	 
      
	 
      	
                  RBS
      CITIZENS, NATIONAL ASSOCIATION

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/ Robert
  Barnhard

                
	 
      	
                  Name:
      Robert Barnhard

                
	 
      	
                  Title:
      Senior Vice President