Unassociated Document


    Exhibit
4.62

    


    AMENDMENT
NO.  1 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTE

    


    This Amendment No. 1 and Allonge to
Revolving Line of Credit Note (the “Agreement”) is by and
between RBS Citizens, National Association, a national bank 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”).  This
Agreement shall be considered an allonge to the Note (as defined below) and is
hereby firmly affixed to and made part of the Note.

    


    RECITALS

    


    
      	
              A.

            	
              Reference
      is hereby made to a certain Revolving Line of Credit and Term Loan
      Agreement dated as of November 30, 2007 by and between Borrower and
      Lender, as amended by (i) a certain Amendment No. 1 to Term Loan
      Agreement, dated March 31, 2008, (ii) a certain Amendment No. 2 to Term
      Loan Agreement, dated June 30, 2008, (iii) a certain Amendment No. 3 to
      Term Loan Agreement, dated June 30, 2008, (iv) a certain Amendment No. 4
      to Term Loan Agreement dated as of July 16, 2008, and (v) a certain
      Amendment No. 5 to Term Loan Agreement dated as of October 1, 2008 and
      (vi) a certain Amendment No. 6 to Term Loan Agreement dated as of November
      26, 2008 (as amended, the “Loan
      Agreement”).  The loan obligations of Borrower to Lender
      are further evidenced by 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 (the “Note”).  All capitalized
      terms used herein and not otherwise defined herein shall have the meanings
      as set forth in the Loan Agreement.

            


    

    


    
      	
              B.

            	
              Borrower
      has requested that Lender amend certain terms under the
    Note.

            


    

    


    
      	
              C.

            	
              Lender
      has agreed to amend certain terms under the Note, provided that Borrower
      agrees with the terms set forth in this
  Agreement.

            


    

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Lender and the Borrower hereby agree to modify and amend the Note as
follows:

    


    
      	
              1.

            	
              Section
      3 of the Note is hereby amended to delete such Section 3 in its entirety
      and to substitute the following new Section 3 in its
  place:

            


    

    


    
      	
               
      

            	
              “3.

            	
              INTEREST: Each Revolving
      Advance shall accrue interest at a variable per annum rate of interest
      equal to the Adjusted LIBOR Rate, plus the LIBOR Rate
      Margin (as such terms are defined in Rider A
      entitled “RBS Citizens Standard Libor Provisions (Revolving Line of
      Credit)” attached hereto and made a part hereof).  Changes in
      the interest rate applicable to any Revolving Advance occurring as a
      result of changes in the Adjusted LIBOR Rate shall take place immediately
      without notice to Borrower or demand of any kind.  Interest on
      each Revolving Advance shall at all times be calculated on a 360-day year
      of twelve 30-day months, but shall accrue and be payable on the actual
      number of days elapsed.”

            


    

    


    
      
        	
                Amendment
      No. 1 and Allonge to Revolving Line of Credit Note

              	
                Page
      1 of 4

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      Exhibit
4.62

       

    

    
      	
              2.

            	
              Section
      4 of the Note is hereby amended to delete such Section 4 in its entirety
      and to substitute the following new Section 4 in its
  place:

            


    

    


    
      	
               
      

            	
              “4.

            	
              PAYMENTS:  The
      Borrower shall make monthly payments of accrued interest in arrears on the
      outstanding principal balance of each Revolving Advance on each Interest
      Payment Date (as defined in Rider
      A).  If interest is due and accrued for a period of more
      or less than one (1) month on any Interest Payment Date, such payment
      shall be increased or decreased to the extent that the amount of interest
      then due under such payment exceeds or is less than one (1) month’s
      interest.  The Borrower shall also repay the Aggregate Revolving
      Advances in part from time to time in such principal amounts as may be
      necessary to ensure that the Aggregate Revolving Advances at no time
      exceed the Maximum Revolving Credit.  On the Expiration Date or
      such earlier date as may be required by the terms of the Loan Documents,
      the Borrower shall pay to Lender the entire then unpaid balance of
      principal, interest, and other charges due under the Loan
      Documents.  Any payments on this Note, whether such payment is
      of a regular installment or represents a prepayment, 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 Lender's address set forth herein 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.”

            


    

    


    
      	
              3.

            	
              The
      definition of “LIBOR Rate Margin” set forth in Section 1 of Rider A
      attached to the Note is hereby deleted in its entirety and the following
      substituted in its place:

            


    

    


    ““LIBOR Rate
Margin” shall mean four and one-half of one percent
(4.5%).”

    


    
      	
              4.

            	
              Borrower
      hereby acknowledges that the obligations of Borrower under the Note, as
      amended hereby, shall be affected and governed by the Loan Agreement as
      amended by a certain Amendment No. 7 to Revolving Line of Credit and Term
      Loan Agreement of even date herewith by and between Borrower and
      Lender.

            


    

    


    No other changes are hereby made to the
Note and Borrower reaffirms its obligations under the Note in their
entirety.  This Agreement is not intended to extinguish or affect any
of the debt evidenced by the Note.  This Agreement is made in The
Commonwealth of Massachusetts and shall be construed in accordance with its
laws.  If any provision hereof is in conflict with any statute or rule
of law of The Commonwealth of Massachusetts or any other statute or rule of law
of any other applicable jurisdiction or is otherwise unenforceable, such
provisions shall be deemed null and void only to the extent of such conflict or
unenforceability and shall be deemed separate from and shall not invalidate any
other provision of this Agreement.

     

    
      
        
          
            	
                    Amendment
      No. 1 and Allonge to Revolving Line of Credit Note

                  	
                    Page 2
      of 4

                  


          

        

        

          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

      

    

     

    
      Exhibit
4.62

    

    
       

      This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, and no other parties shall be a beneficiary
hereunder.  Neither this Agreement nor any of the provisions hereof
can be changed, waived, discharged or terminated except by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.

    

    


    This
Agreement may be signed in counterparts, each of which shall be deemed an
original and all of which, when taken together, shall constitute one and the
same instrument.  Signatures delivered by facsimile transmission shall
have the same force and effect as original signatures delivered in
person.

    


    [Signatures
on following page]

     

    
      
        
          
            	
                    Amendment
      No. 1 and Allonge to Revolving Line of Credit Note

                  	
                    Page 3
      of 4

                  


          

        

        

          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

      

    

     

    
      Exhibit
4.62

       

    

    EXECUTED
under seal as of the 30th day of March, 2009.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  LENDER:

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  RBS
      CITIZENS, NATIONAL ASSOCIATION

                                
	 
      	 
      	 
      
	
                                  /s/ Shanconry

                                	 
      	
                                  By:

                                	
                                  /s/ David Bugbee

                                
	
                                  Witness

                                	 
      	
                                  Name:
      David Bugbee

                                
	 
      	 
      	
                                  Title:  Senior
      Vice President

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  BORROWER:

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  NATIONAL
      INVESTMENT MANAGERS INC.

                                
	 
      	 
      	 
      
	
                                  /s/ Gail Ross

                                	 
      	
                                  By:

                                	
                                  /s/ Steven J. Ross

                                
	
                                  Witness

                                	 
      	
                                  Name:
      Steven J. Ross

                                
	 
      	 
      	
                                  Title:  Chief
      Executive
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  Amendment
      No. 1 and Allonge to Revolving Line of Credit Note

                	
                  Page 4
      of 4