Unassociated Document


    
      Exhibit
4.65

      


      AMENDMENT
NO. 7 TO INTERCREDITOR AND SUBORDINATION AGREEMENT

      


      This Amendment No. 7 to Intercreditor
and Subordination Agreement (the “Agreement”) is by and
among (i) RBS CITIZENS,
NATIONAL ASSOCIATION (the “Senior Creditor”),
(ii) WOODSIDE CAPITAL PARTNERS
IV, LLC, WOODSIDE CAPITAL PARTNERS IV QP, LLC, WOODSIDE CAPITAL PARTNERS V,
LLC, as
assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank)
and WOODSIDE CAPITAL PARTNERS V
QP, LLC, as assignee of Woodlands Commercial Bank (f/k/a Lehman Brothers
Commercial Bank) (the “Holders”), (iii)
WOODSIDE AGENCY SERVICES,
LLC, as collateral agent for the Holders (the “Collateral Agent” and
together with the Holders, the “Subordinating
Creditors”), (iv)
NATIONAL INVESTMENT MANAGERS INC., a Florida corporation (the “Company”), and (v)
the Guarantors named on the signature pages of this Agreement (the “Guarantors” and
together with the Company, the “Obligors”).  The
parties named above shall be collectively referred to herein as the “Parties”.

      


      RECITALS

      


      
        	
                A.

              	
                Reference
      is hereby made to a certain Intercreditor and Subordination Agreement,
      dated as of November 30, 2007, by and among Senior Creditor, the
      Subordinating Creditors, and the Obligors, as amended by (i) a certain
      Amendment No. 1 to Intercreditor and Subordination Agreement dated as of
      March 31, 2008, (ii) a certain Amendment No. 2 to Intercreditor and
      Subordination Agreement dated as of June 30, 2008, (iii) a certain
      Amendment No. 3 to Intercreditor and Subordination Agreement dated as of
      June 30, 2008, (iv) a certain Amendment No. 4 to Intercreditor and
      Subordination Agreement dated as of July 16, 2008, (v) a certain Amendment
      No. 5 to Intercreditor and Subordination Agreement dated as of October 1,
      2008, (vi) a certain Amendment No. 6 to Intercreditor and Subordination
      Agreement dated as of November 26, 2008 (as amended, the “Intercreditor
      Agreement”).  All capitalized terms used herein and not
      otherwise defined herein shall have the meanings as set forth in the
      Intercreditor Agreement.

              


      

      


      
        	
                B.

              	
                Due
      to certain covenant defaults by the Company under the Senior Documents and
      under the Subordinated Documents, the Company and the Senior Creditor have
      entered into certain amendments to the Loan Agreement and certain of the
      other Senior Documents (the “Senior Amendments”) and the Company and the
      Subordinating Creditors have entered into certain amendments to the
      Subordinated Documents (the “Subordinated
  Amendments”).

              


      

      


      
        	
                C.

              	
                The
      Company has requested that, pursuant to the terms of the Intercreditor
      Agreement, the Senior Lender consent to the Subordinated Amendments and
      that the Subordinating Creditors consent to Senior
    Amendments.

              


      

      


      NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:

      


      
        	
                1.

              	
                The
      Subordinating Creditors do hereby consent, pursuant to the terms of the
      Intercreditor Agreement, to the Company and the Senior Lender modifying
      the Senior Documents pursuant to the terms of that certain Amendment No. 7
      to Revolving Line of Credit and Term Loan Agreement of even date herewith
      and the other Modification Documents as defined
  therein.

              


      

      


      
        
          	
                  Amendment
      No. 7 to Intercreditor and Subordination Agreement

                	
                  Page
      1 of 6

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        



      Exhibit
4.65

      


      
        	
                2.

              	
                The
      Senior Lender does hereby consent, pursuant to the terms of the
      Intercreditor Agreement, to the Company and the Subordinating Creditors
      modifying the Subordinated Documents pursuant to the terms of that certain
      Amendment No. 6 to Securities Purchase and Loan Agreement of even date
      herewith and the other Modification Documents as defined
      therein.

              


      

      


      
        	
                3.

              	
                The
      parties to this Agreement do hereby acknowledge and agree that the
      Intercreditor Agreement shall remain in full force and
    effect.

              


      

      


      
        	
                4.

              	
                No
      other changes shall be made to the Intercreditor
      Agreement.  This Agreement is made in the Commonwealth of
      Massachusetts and shall be construed in accordance with its laws without
      regard to principles of conflicts of 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.

              


      

      


      
        	
                5.

              	
                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.

              


      

      


      
        	
                6.

              	
                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
appear on following pages]


      
        


        
          
            	
                    Amendment
      No. 7 to Intercreditor and Subordination Agreement

                  	
                    Page 2
      of 6

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
4.65

      


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

      


      
        
          
            
              
                	 
      	
                        SENIOR CREDITOR:

                      	 
      
	 
      	 
      
	 
      	
                        RBS
      CITIZENS, NATIONAL ASSOCIATION

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ David J. Bugbee

                      	 
      
	 
      	
                        David
      J. Bugbee, Senior Vice
President

                      


              

            

          

        

      

       

      [Signature
of Subordinating Creditors on following page]

       

      
        
          
            	
                    Amendment
      No. 7 to Intercreditor and Subordination Agreement

                  	
                    Page 3
      of 6

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
4.65

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    SUBORDINATING CREDITORS:

                                  
	 	 
	 
      	
                                    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

                                                          
	 
      	 
      
	 
      	
                                                            WOODSIDE
      AGENCY SERVICES, LLC

                                                          
	 
      	 
      
	 
      	By:     
      Woodside
      Capital Management, LLC, its
Manager


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      	 	By: 	      
                              /s/ Daphne Firth

                            	 
	 
      	
                               

                            	
                              Name:
      Daphne Firth

                            
	 
      	
                               

                            	
                              Title:
      EVP

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    Amendment
      No. 7 to Intercreditor and Subordination Agreement

                  	
                    Page 4
      of 6

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
4.65

      


      
        
          	 
      	
                  COMPANY:

                
	 
      	 
      
	 
      	
                  NATIONAL
      INVESTMENT MANAGERS INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Steven J. Ross

                	 
      
	 
      	 
      	
                  Name:
      Steven J. Ross

                
	 
      	 
      	
                  Title:
      CEO

                


        

      

      


      [Signature
of Guarantors on following page]


      


      
        
          	
                  Amendment
      No. 7 to Intercreditor and Subordination Agreement

                	
                  Page 5
      of 6

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        



      Exhibit
4.65

      


      
        GUARANTORS:

      

       

      
        	
                1.

              	
                ABR
      Advisors, Inc.

              
	
                2.

              	
                Alan
      N. Kanter & Associates, Inc.

              
	
                3.

              	
                Alaska
      Pension Services, Ltd.

              
	
                4.

              	
                Asset
      Preservation Corp.

              
	
                5.

              	
                Benefit
      Dynamics, Inc.

              
	
                6.

              	
                Benefit
      Management Inc.

              
	
                7.

              	
                BPI/PPA
      Inc.

              
	
                8.

              	
                California
      Investment Annuity Sales, Inc.

              
	
                9.

              	
                Circle
      Pension, Inc.

              
	
                10.

              	
                Complete
      Investment Management, Inc. of Philadelphia

              
	
                11.

              	
                Haddon
      Strategic Alliances, Inc.

              
	
                12.

              	
                Lamoriello
      & Co., Inc.

              
	
                13.

              	
                National
      Actuarial Pension Services, Inc.

              
	
                14.

              	
                National
      Associates, Inc., N.W.

              
	
                15.

              	
                Pension
      Administration Services, Inc.

              
	
                16.

              	
                Pension
      Technical Services, Inc. (d/b/a REPTECH Corp.)

              
	
                17.

              	
                Pentec,
      Inc

              
	
                18.

              	
                Pentec
      Capital Management, Inc.

              
	
                19.

              	
                Southeastern
      Pension Services, Inc.

              
	
                20.

              	
                Stephen
      H. Rosen & Associates, Inc.

              
	
                21.

              	
                The
      Pension Alliance, Inc

              
	
                22.

              	
                The
      Pension Group, Inc.

              
	
                23.

              	
                Valley
      Forge Consulting Corporation

              
	
                24.

              	
                Valley
      Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.)

              
	
                25.

              	
                VEBA
      Administrators, Inc. (d/b/a Benefit Planning, Inc.)

              
	
                26.

              	
                V.F.
      Associates, Inc.

              
	
                27.

              	
                V.F.
      Investment Services Corp.

              


      

      


      
        	
                By:

              	
                      
                  /s/ Steven J.
      Ross

                

              	 
      
	
                Name:
      Steven J. Ross

              
	
                Title:
      CEO

              


      

       

      
        
          
            	
                    Amendment
      No. 7 to Intercreditor and Subordination Agreement

                  	
                    Page 6
      of 6