Unassociated Document


    Exhibit
4.64

    


    AMENDMENT
NO. 7 TO REVOLVING LINE OF CREDIT AND

    TERM
LOAN AGREEMENT

    


    This Amendment No. 7 to Revolving Line
of Credit and Term Loan Agreement (this “Agreement”) is by and
between 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

    


    
      	
              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 (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
      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 and (b) a
      certain Amendment No. 2 and Allonge to Term Promissory Note dated as of
      October 1, 2008, 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 (together and as amended, the “Notes”).  All
      capitalized terms used herein and not otherwise defined herein shall have
      the meanings as set forth in the Loan
Agreement.

            


    

    


    
      	
              B.

            	
              The
      Borrower is in default under the Loan Agreement for failure to comply with
      the following covenants for the Borrower’s fiscal year ending as of
      December 31, 2008 (collectively, the “Existing
  Defaults”):

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Minimum EBITDA covenant as set forth in Section 5(m) of the Loan
      Agreement;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Maximum Ratio of Total Funded Debt to Adjusted EBITDA covenant as set
      forth in Section 5(n) of the Loan Agreement;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Minimum Fixed Charge Coverage Ratio covenant as set forth in Section 5(o)
      of the Loan Agreement.

            


    

    


    
      	
              C.

            	
              The
      Borrower has requested that the Lender (i) waive the Existing Defaults,
      and (ii) agree to amend certain other provisions of the Loan
      Agreement.

            


    

    


    
      
        	
                Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

              	
                Page
      1 of 12

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      	
              D.

            	
              The
      Lender has agreed to (i) waive the Existing Defaults, and (ii) amend
      certain other provisions of the Loan Agreement., upon the terms and
      conditions set forth in this
Agreement.

            


    

    


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

    


    I.           Amendments
to Loan Agreement.

    


    
      	
              1.

            	
              Section
      1(a) of the Loan Agreement is hereby amended to add the following new
      defined term:

            


    

    


    ““Unused Revolving Loan
Fee” shall mean an amount equal to one-quarter of one percent (.25%) on
an annual basis times an amount equal to the difference between the Maximum
Revolving Credit limit and the actual daily average outstanding balance under
the Revolving Loan for the applicable period.”

    


    
      	
              2.

            	
              Section
      1(a) of the Loan Agreement is hereby amended to delete the defined terms
      for “Fixed Charge Coverage Ratio” and for “LIBOR Rate Margin for the Term
      Loan” and to substitute the following new defined terms in their
      place:

            


    

    


    ““Fixed Charge Coverage
Ratio” means the ratio of (i) Adjusted EBITDA, less cash taxes paid, less Capital Expenditures; to
(ii) current portions of long term Indebtedness, plus interest expense on
Indebtedness.  For purposes of the calculation of the Fixed Charge
Coverage Ratio, the principal amount due upon maturity under the Term Loan shall
not be considered a “current portion of long term Indebtedness”; and (iii)
Lender shall assume monthly principal payments of $250,000 under the Term Loan
during 2010.”

    


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

    


    
      	
              3.

            	
              In
      order to add an Unused Revolving Loan Fee to Section 2 of the Loan
      Agreement, the following new Section 2(d) is hereby added to Section 2 of
      the Loan Agreement:

            


    

    


    “(d)  Unused Revolving Loan
Fee.  In addition to any other amounts payable under this
Agreement, Borrower shall also pay to Lender on the first business day of each
calendar quarter (commencing as of July 1, 2009 and continuing after the end of
each three (3) month period thereafter) the Unused Revolving Loan Fee for the
preceding three (3) month period.”

    


    
      	
              4.

            	
              In
      order to amend the interest rate options available to the Borrower under
      the Term Loan, Section 2(b)(v) of the Loan Agreement is hereby amended to
      delete such subsection 2(b)(v) in its entirety and to substitute the
      following new subsection 2(b)(v) in its
place:

            


    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 2
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      	
               
      

            	
              “(v)

            	
              Interest Rate
      Applicable to Term Loan Advances.  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 for the Term Loan.  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, 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 the Term 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.  In the event Borrower elects to enter
      into Hedging Contracts upon prior approval by Lender, any principal amount
      subject to a Hedging Contract shall accrue interest at the Adjusted LIBOR
      Rate plus the
      LIBOR Rate Margin for the Term Loan.  Interest on each Term Loan
      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.”

            


    

    


    
      	
              5.

            	
              In
      order to amend the frequency of financial reporting by the Borrower,
      Section 5(c)(ii) of the Loan Agreement is hereby amended to delete such
      subsection 5(c)(ii) in its entirety and to substitute the following new
      subsection 5(c)(ii) in its place:

            


    

    


    
      	
               
      

            	
              “(ii)

            	
              management
      prepared monthly financial statements in form reasonably acceptable to
      Lender for the Borrower and its Subsidiaries within thirty (30) days after
      the end of each month while this Agreement remains in effect and a
      Covenant Compliance Certificate executed by the chief financial officer of
      Borrower in form and substance reasonably satisfactory to Lender with
      respect to the Borrower and its Subsidiaries within forty-five (45) days
      after the end of each fiscal quarter of Borrower and its
      Subsidiaries;

            


    

    


    
      	
              6.

            	
              In
      order to prohibit the Borrower’s ability to make any Acquisitions (whether
      Financed Acquisitions or Unfinanced Acquisitions) without the Lender’s
      prior written consent in its sole discretion, Section 5(e) of the Loan
      Agreement is hereby amended to delete such subsection 5(e) in its entirety
      and to substitute the following new subsection 5(e) in its
      place:

            


    

     

    
      
        
          	
                  Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                	
                  Page 3
      of 12

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      	
               
      

            	
              “(e)

            	
              Merger, Consolidation,
      Purchase or Sale of Assets, Change in Control.  Neither
      the Borrower nor any of its Subsidiaries will (a) become a party to any
      merger or consolidation, (b) sell, lease, sublease or otherwise transfer
      or dispose (including, without limitation, pursuant to any sale-leaseback
      transactions) of any portion of its assets, (c) acquire all or
      substantially all of the assets of any Person or any portion of the
      capital stock (or other equity interests) of any Person or (d) acquire any
      assets outside the ordinary course of business; provided that
      notwithstanding the forgoing, (i) any Subsidiary of Borrower may merge or
      consolidate with Borrower or any other Subsidiary of Borrower so long as,
      in the case of any merger or consolidation with Borrower, Borrower is the
      surviving entity, (ii) Borrower and its Subsidiaries may sell inventory
      and dispose of obsolete or worn-out machinery and equipment, in each case,
      in the ordinary course of business, consistent with past practices, (iii)
      Borrower and any of its Subsidiaries may become a party to any merger or
      consolidation or sell or otherwise transfer or dispose of any portion of
      their assets so long as, in each case, contemporaneously with the closing
      of any such transaction, the loan obligations of Borrower to Lender are
      indefeasibly paid in full and this Agreement shall have been
      terminated.  There shall be no Change of Control affecting
      Borrower without the prior written consent of
  Lender.”

            


    

    


    
      	
              7.

            	
              In
      order to further clarify the Borrower’s prohibited ability to make
      Acquisitions without the Lender’s prior written consent in its sole
      discretion, Section 5(i) of the Loan Agreement is hereby amended to delete
      such subsection 5(i) in its entirety and to substitute the following new
      subsection 5(i) in its place:

            


    

    


    
      	
               
      

            	
              “(i)

            	
              Investments;
      Acquisitions.  The Borrower shall not make, and shall
      cause the Guarantors not to make, any investments in securities or
      obligations of another Person, except (i) deposits with the Lender or
      other financial institution insured by the Federal Deposit Insurance
      Corporation, (ii) investments in U.S. Treasury securities, (iii)
      investments in money market mutual funds of nationally-recognized
      sponsors; provided, however, that no such investment shall be made if,
      after giving effect to such investment, a Default Event or Event of
      Default shall occur hereunder.  Borrower shall not make any
      Acquisitions without the prior written consent of Lender which consent may
      be withheld by Lender in its sole
discretion.”

            


    

    


    
      	
              8.

            	
              In
      order to amend the Minimum EBITDA covenant, Section 5(m) of the Loan
      Agreement is hereby amended to delete such subsection 5(m) in its entirety
      and to substitute the following new subsection 5(m) in its
      place:

            


    

    


    
      	
               
      

            	
              “(m)

            	
              Minimum
      EBITDA.  The Borrower and Guarantors shall not permit
      their EBITDA to be less than the following amounts for the periods there
      indicated, such covenant to be tested quarterly by Lender on a TTM basis
      based upon the Financial
Information:

            


    

     

    
      
        
          
            
              
                	
                        Fiscal Quarter:

                      	 	
                        Amount:

                      	 
	
                        Q.1
      2009

                      	 	$	8,400,000.00	 
	
                        Q.2
      2009

                      	 	$	9,000,000.00	 
	
                        Q.3
      2009

                      	 	$	9,050,000.00	 
	
                        Q.4
      2009

                      	 	$	10,100,000.00	 
	
                        Q.1
      2010

                      	 	$	10,700,000.00	 
	
                        Q.2
      2010

                      	 	$	11,150,000.00	 


              

            

          

        

      

    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 4
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      	
              9.

            	
              In
      order to amend the Maximum Ratio of Total Funded Debt to Adjusted EBITDA
      covenant, Section 5(n) of the Loan Agreement is hereby amended to delete
      such subsection 5(n) in its entirety and to substitute the following new
      subsection 5(n) in its place:

            


    

    


    
      	
               
      

            	
              (n)

            	
              Maximum Ratio of Total
      Funded Debt to Adjusted EBITDA.  The Borrower and
      Guarantors shall not permit the ratio of their Total Funded Debt to its
      Adjusted EBITDA to exceed the following ratios for the periods there
      indicated, such covenant to be tested quarterly by Lender on a TTM basis
      based upon the Financial
Information:

            


    

    


    
      
        
          
            	
                    Fiscal Quarter:

                  	 
      	
                    Ratio:

                  
	
                    Q.1
      2009

                  	 
      	
                    3.25
      to 1.0

                  
	
                    Q.2
      2009

                  	 
      	
                    3.25
      to 1.0

                  
	
                    Q.3
      2009

                  	 
      	
                    3.25
      to 1.0

                  
	
                    Q.4
      2009

                  	 
      	
                    2.75
      to 1.0

                  
	
                    Q.1
      2010

                  	 
      	
                    2.60
      to 1.0

                  
	
                    Q.2
      2010

                  	 
      	
                    2.50
      to 1.0

                  


          

        

      

    

    


    
      	
              10.

            	
              In
      order to amend the Minimum Fixed Charge Coverage Ratio covenant, Section
      5(o) of the Loan Agreement is hereby amended to delete such subsection
      5(o) in its entirety and to substitute the following new subsection 5(o)
      in its place:

            


    

    


    
      	
               
      

            	
              “(o)

            	
              Minimum Fixed Charge
      Coverage Ratio.  The Borrower and Guarantors shall not
      permit their Fixed Charge Coverage Ratio to be less than the following
      ratios for the periods there indicated, such covenant to be tested
      quarterly by Lender on a TTM basis based upon the Financial
      Information:

            


    

    


    
      
        
          
            	
                    Fiscal Quarter:

                  	 
      	
                    Ratio:

                  
	
                    Q.1
      2009

                  	 
      	
                    1.05
      to 1.0

                  
	
                    Q.2
      2009

                  	 
      	
                    1.00
      to 1.0

                  
	
                    Q.3
      2009

                  	 
      	
                    1.00
      to 1.0

                  
	
                    Q.4
      2009

                  	 
      	
                    1.20
      to 1.0

                  
	
                    Q.1
      2010

                  	 
      	
                    1.25
      to 1.0

                  
	
                    Q.2
      2010

                  	 
      	
                    1.25
      to 1.0

                  


          

        

      

    

    


    
      	
              11.

            	
              In
      order to amend the Maximum Ratio of Total Funded Debt to Net Worth
      covenant, Section 5(q) of the Loan Agreement is hereby amended to delete
      such subsection 5(q) in its entirety and to substitute the following new
      subsection 5(q) in its place:

            


    

    


    
      	
               
      

            	
              “(q)

            	
              Maximum Ratio of Total
      Funded Debt to Net Worth.  The Borrower and Guarantors
      shall not permit the ratio of their Total Funded Debt to its Net Worth to
      exceed 2.0 to 1.0 at any time, such covenant to be tested quarterly by
      Lender on a TTM basis based upon the Financial
    Information.”

            


    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 5
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      II.            Waivers.  Lender hereby
agrees to waive the Existing Defaults.  These waivers shall not
constitute an agreement by Lender to waive compliance with any other covenant
contained in the Loan Documents, nor shall these waivers be deemed to create a
course of dealing between Lender and the Borrower, or an agreement by Lender to
waive any future non-compliance with Section 5 of the Loan Agreement or of any
other covenant or undertaking contained in the Loan Agreement or other Loan
Documents at any other time.

    

    


    
      
        	
                III.

              	
                Conditions. 
      As
      a condition of this Agreement, Borrower shall at the time of execution of
      this Agreement:

              


      

    

    


    
      	
               
      

            	
              (a)

            	
              reimburse
      Lender for its-out-of pocket costs in connection with this Agreement and
      the Modification Documents (as defined below), including reasonable legal
      fees and expenses incurred by
Lender;

            


    

    


    
      	
               
      

            	
              (b)

            	
              deliver
      to Lender the following documents in form and substance reasonably
      satisfactory to Lender or, if applicable, as required by the terms and
      conditions of the Loan Agreement:

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      Amendment No. 3 and Allonge to Term Promissory Note executed by
      Borrower;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      Amendment No. 1 and Allonge to Revolving Line of Credit Note executed by
      Borrower;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              an
      Amendment No. 7 to Intercreditor Agreement executed by Borrower and by
      Junior Lender; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              any
      other documents reasonably requested by
Lender.

            


    

    


    The
foregoing documents and any additional documents executed herewith, together
with this Agreement, shall be referred to herein as the “Modification
Documents”; and

    


    
      	
               
      

            	
              (c)

            	
              hereby
      agrees to pay to Lender an amendment fee in the amount of $40,625 which
      shall be deemed fully earned upon execution of this Agreement but shall be
      due and payable by Borrower by no later than June 30,
  2009.

            


    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 6
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      
        	
                III.

              	
                Representations
      and Warranties. Borrower
      hereby represents and warrants that: (i) its representations and
      warranties set forth in the Loan Agreement are true in all material
      respects on and as of the date hereof as if made on such date (except to
      the extent that the same expressly relate to an earlier date or are
      affected by the consummation of transactions permitted hereby or by the
      Agreement); (ii) it is in compliance in all material respects with all of
      the terms and provisions set forth in the Loan Agreement on its part to be
      observed or performed; (iii) after giving effect to any extension of
      credit to be made on the date hereof, no Event of Default  or
      Default Event has occurred and is continuing; (iv) since the date of the
      financial statements most recently provided to Lender by Borrower, there
      has occurred no material adverse change in the assets or liabilities or
      the financial or other condition of Borrower; (v) it has full power to
      execute, deliver and perform its obligations under the Modification
      Documents and the execution, delivery and performance of the Modification
      Documents have been authorized and directed by the appropriate parties;
      (vi) the Modification Documents constitute the legal, valid and binding
      obligations of Borrower and/or the Subsidiary, as applicable, enforceable
      in accordance with their terms; (vii) the execution, delivery and
      performance thereof will not violate any provision of any existing law or
      regulation applicable to Borrower or the Subsidiary or their respective
      governing documents or of any order or decree of any court, arbitrator or
      governmental authority or of any contractual undertaking to which either
      is a party or by which either may be bound; and (viii) no consents,
      licenses, approvals or authorizations of, exemptions by or registrations
      or filings with, any governmental authority are required with respect to
      the Modification
Documents.

              


      

    

    


    
      	
              IV.

            	
              Miscellaneous.

            


    

    


    
      	
              1.

            	
              If
      Borrower fails to comply with all the terms and conditions of the
      Modification Documents, such failure shall constitute a default under this
      Agreement and an Event of Default under the Loan Agreement and other Loan
      Documents.

            


    

    


    
      	
              2.

            	
              No
      other changes shall be made to the Loan Agreement, and Borrower reaffirms
      its obligations under the Loan Documents (as amended hereby) in their
      entirety.  This Agreement is not intended to extinguish or
      affect any of the debt evidenced by the Notes or to otherwise modify any
      of the obligations under any of the Loan Documents, except as amended
      hereby.  Borrower hereby reaffirms that Borrower remains
      indebted to Lender without defense, counterclaim or offset and hereby
      releases Lender from any and all claims or other causes of action which
      Borrower may have against Lender with respect to the Loans and the Loan
      Documents.

            


    

    


    
      	
              3.

            	
              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.

            


    

    


    
      	
              4.

            	
              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.

            


    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 7
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      	
              5.

            	
              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. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 8
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      Exhibit
4.64

       

    

    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:
      CEO

              


      

    

    


    The
Guarantors hereby (i) consent to the terms of the foregoing Agreement, (ii)
confirm and ratify their respective obligations under the Guaranties, and (iii)
confirm that the Guarantors do hereby intend that the Guarantors Security
Agreements shall continue to secure all obligations of Borrower to
Lender.  The undersigned hereby signs in his capacity as an officer
and authorized signatory of each of the Guarantors set forth in Schedule A attached
hereto.

    


    
      
        	 
      	 
      	
                As
      to all Guarantors

              
	 
      	 
      	 
      
	
                      
                  /s/ Gail
      Ross

                

              	 
      	
                /s/ Steven J. Ross

              
	
                Witness

              	 
      	
                Steven
      J. Ross, duly authorized

              


      

    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page 9
      of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

    

    
      
         

      

    

    SCHEDULE
A

    


    
      
        
          
            	
                    1.

                  	 	
                    ABR
      Advisors, Inc.

                    a
      New York corporation

                    2985
      Navajo Street

                    Yorktown
      Heights, NY  10598

                     

                  
	
                    2.

                  	 	
                    Alan
      N. Kanter & Associates, Inc.

                    a
      Maryland corporation

                    31
      Walker Avenue, 2nd Floor

                    Baltimore,
      MD  21208

                     

                  
	
                    3.

                  	 	
                    Alaska
      Pension Services, Ltd.

                    an
      Alaskan corporation

                    400
      D Street, Suite 300

                    Anchorage,
      AK  99501

                     

                  
	
                    4.

                  	 	
                    Asset
      Preservation Corp.

                    a
      Pennsylvania corporation

                    110
      Gibraltar Road, Suite 101

                    Horsham,
      PA  19044-2376

                     

                  
	
                    5.

                  	 	
                    Benefit
      Dynamics, Inc.

                    a
      Pennsylvania corporation

                    89
      N. Haddon Avenue, Suite D

                    Haddonfield,
      NJ  08033

                     

                  
	
                    6.

                  	 	
                    Benefit
      Management Inc.

                    a
      Massachusetts corporation

                    3
      Lyons Way

                    North
      Attleboro, MA  02763

                     

                  
	
                    7.

                  	 	
                    BPI/PPA
      Inc.

                    a
      Delaware corporation

                    1013
      Centre Road

                    Wilmington,
      DE  10805

                     

                  
	
                    8.

                  	 	
                    California
      Investment Annuity Sales, Inc.

                    a
      California corporation

                    4640
      Admiralty Way

                    Marina
      Del Ray, CA  90292

                     

                  
	
                    9.

                  	 	
                    Circle
      Pension, Inc.

                    a
      New York corporation

                    Empire
      State Building

                    350
      Fifth Ave., Suite 534

                    New
      York,
NY  10118

                  


          

        

      

    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page
      10 of 12

                  


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      
        
          	
                  10.

                	 	
                  Complete
      Investment Management, Inc. of Philadelphia

                  a
      Pennsylvania corporation

                  110
      Gibraltar Road, Suite 101

                  Pennsylvania
      Business Campus

                  Horsham,
      PA  19044

                   

                
	
                  11.

                	 	
                  Haddon
      Strategic Alliances, Inc.

                  a
      New Jersey corporation

                  426
      Queensboro Lane

                  Haddonfield,
      NJ  08033

                   

                
	
                  12.

                	 	
                  Lamoriello
      & Co., Inc.

                  a
      Rhode Island corporation

                  2374
      Post Road, Suite 1

                  Warwick,
      RI  02886

                   

                
	
                  13.

                	 	
                  National
      Actuarial Pension Services, Inc.

                  a
      Texas corporation

                  10777
      Westheimer, Suite 220

                  Houston,
      TX  77042

                   

                
	
                  14.

                	 	
                  National
      Associates, Inc., N.W.

                  a
      Washington corporation

                  2212
      2nd Avenue W.

                  Seattle,
      Washington  98119

                   

                
	
                  15.

                	 	
                  Pension
      Administration Services, Inc.

                  a
      Pennsylvania corporation

                  110
      Gibraltar Road, Suite 101

                  Horsham,
      PA  19044-2376

                   

                
	
                  16.

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

                  a
      Colorado corporation

                  6400
      South Fiddler’s Green Circle, Suite 500

                  Greenwood
      Village, CO  80111

                   

                
	
                  17.

                	 	
                  Pentec,
      Inc.

                  a
      Connecticut corporation

                  72
      Queen Street

                  Southington,
      CT  06489

                   

                
	
                  18.

                	 	
                  Pentec
      Capital Management, Inc.

                  a
      Connecticut corporation

                  72
      Queen Street

                  Southington,
      CT  06489

                


        

      

    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page
      11 of 12

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Exhibit
4.64

       

    

    
      
        
          	
                  19.

                	 	
                  Southeastern
      Pension Services, Inc.

                  a
      Florida corporation

                  1525
      International Parkway, Suite 2071

                  Lake
      Mary, FL  32746

                   

                
	
                  20.

                	 	
                  Stephen
      H. Rosen & Associates, Inc.

                  a
      New Jersey corporation

                  89
      North Haddon Avenue

                  Haddonfield,
      NJ  08033

                   

                
	
                  21.

                	 	
                  The
      Pension Alliance, Inc.

                  a
      Pennsylvania corporation

                  2578
      Interstate Drive, Suite 102

                  Harrisburg,
      PA  17110

                   

                
	
                  22.

                	 	
                  The
      Pension Group, Inc.

                  a
      California corporation

                  23046
      Avenida De La Carlota, Suite 500

                  Laguna
      Hills, CA  92653

                   

                
	
                  23.

                	 	
                  Valley
      Forge Consulting Corporation

                  a
      Pennsylvania corporation

                  998
      Old Eagle School Rd., Suite 1206

                  Wayne,
      PA  19087

                   

                
	
                  24.

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

                  a
      Pennsylvania corporation

                  998
      Old Eagle School Rd., Suite 1206

                  Wayne,
      PA  19087

                   

                
	
                  25.

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

                  a
      California corporation

                  4640
      Admiralty Way, 9th Floor

                  Marina
      Del Rey, CA  90292

                   

                
	
                  26.

                	 	
                  V.F.
      Associates, Inc.

                  a
      Pennsylvania corporation

                  998
      Old Eagle School Rd., Suite 1206

                  Wayne,
      PA  19087

                   

                
	
                  27.

                	 	
                  V.F.
      Investment Services Corp.

                  a
      Pennsylvania corporation

                  998
      Old Eagle School Rd., Suite 1206

                  Wayne,
      PA  19087

                


        

      

    

     

    
      
        
          
            	
                    Amendment
      No. 7 to Revolving Line of Credit and Term Loan Agreement

                  	
                    Page
      12 of 12