Unassociated Document


    Exhibit
4.63

    


    AMENDMENT
NO.  3 AND ALLONGE TO TERM PROMISSORY NOTE

    


    This Amendment No. 3 and Allonge to
Term Promissory 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 Term Note (as defined below) and
is hereby firmly affixed to and made part of the Term 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 (i) a certain Term Promissory Note dated as of
      November 30, 2007 from the Borrower to the Lender in the original
      available principal amount of $13,000,000.00 as amended by 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 and as
      amended by a certain Amendment No. 2 and Allonge to Term Promissory Note
      dated as of October 1, 2008 (as amended, 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:

            


    

    


    
      
        	
                Amendment
      No. 3 and Allonge to Term Promissory Note

              	
                Page
      1 of 4

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.63

       

    

    
      	
               
      

            	
              “3.

            	
              INTEREST.  Each
      Term Loan 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
      attached hereto and made a part hereof entitled “RBS Citizens Standard
      LIBOR Provisions”).  Changes in the interest rate applicable to
      any Term Loan 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.  At any time prior to the Term Loan Maturity
      Date and provided that no Event of Default has occurred under the Loan
      Documents, the Borrower shall have the option, upon written notice to
      Lender in each instance and upon Lender’s approval, to enter into one or
      more Hedging Contracts (as defined in Rider A) with
      respect to all or a portion of the then outstanding principal balance
      under this Note, which Hedging Contracts shall commence on the date of
      such Hedging Contract and shall continue for a period not to exceed the
      Term Loan Maturity Date.  Any principal amount subject to a
      Hedging Contract shall accrue interest at the Adjusted LIBOR Rate plus the
      LIBOR Rate Margin.  Interest 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.”

            


    

    


    
      	
              2.

            	
              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%).”

    


    
      	
              3.

            	
              The
      definition of Note in Section 1 of Rider A to the
      Note is hereby deleted in its entirety and the following substituted in
      its place:

            


    

    


    ““Note” means that
certain Term Promissory Note dated as of November 30, 2007, in the original
principal amount of $13,000,000.00 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
$15,000,000.00,  (ii) a certain Amendment No. 2 and Allonge to Term
Promissory Note dated as of October 1, 2008 and (iii) a certain Amendment No. 3
and Allonge to Term Promissory Note dated as of March __, 2009.”

    


    
      	
              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. 3 and Allonge to Term Promissory Note

                	
                  Page 2
      of 4

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.63

    

    


    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. 3 and Allonge to Term Promissory Note

                  	
                    Page 3
      of 4

                  


          

        

      



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.63

       

    

    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. 3 and Allonge to Term Promissory Note

                  	
                    Page 4
      of 4