Exhibit
4.84

    


    TWELFTH AMENDMENT TO
REVOLVING LINE OF CREDIT

    AND TERM LOAN
AGREEMENT

     

    This
Twelfth Amendment to Revolving Line of Credit and Term Loan Agreement (this
“Agreement”) is
made as of the 24th day of
November, 2010 by and among RBS CITIZENS, NATIONAL ASSOCIATION, having a lending
office at 28 State Street, Boston, MA 02109 (the “Lender”), NATIONAL
INVESTMENT MANAGERS, INC., a Florida corporation having an address of 485 Metro
Place South, Suite 275, Dublin, OH 43017 (the “Borrower”), and each
of the guarantors identified as such on the signature pages hereto (each a
“Guarantor,”
and collectively, the “Guarantors”).

     

    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,
(x) a certain Amendment No. 10 to Revolving Line of Credit and Term Loan
Agreement dated as of December 14, 2009 and (xi) a certain Eleventh Amendment to
Revolving Line of Credit and Term Loan Agreement dated as of April 26, 2010
(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, (c) a certain
Amendment No. 3 and Allonge to Term Promissory Note dated as of March 30, 2009
and (d) a certain Amendment No. 4 and Allonge to Term Promissory Note dated as
of April 26, 2010 (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 (c) a certain Amendment
No. 3 and Allonge to Revolving Line of Credit Note dated as of December 14, 2009
and (d) a certain Amendment No. 4 and Allonge to Revolving Line of Credit Note
dated as of April 26, 2010 (collectively, the “Revolving Note”, and
together with the Term Note, the “Notes”).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
4.84

    


    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”).

     

    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 certain periods ending prior to the date
hereof;

     

    (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 certain
periods ending prior to the date hereof;

     

    (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 certain periods ending prior to
the date hereof;

     

    (iv)         Borrower
has failed to comply with Section 6(a)(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 Sections 6(a)(iv)(i) and 6(a)(iv)(ii) of the Loan Agreement
with respect to the Junior Loan and Seller Financing.

     

    WHEREAS, pursuant to that
certain Eleventh Amendment to Revolving Line of Credit and Term Loan Agreement
dated as of April 26, 2010 (the “Eleventh Amendment”),
Lender agreed to forbear from exercising its rights and remedies in respect of
the Identified Events of Default for the period described and on the terms and
conditions set forth in the Eleventh Amendment;

     

    WHEREAS, in consideration of
Lender entering into this Agreement and providing the accommodations to Borrower
set forth herein and in consideration of the additional risk undertaken by
Lender in so doing, Borrower has, having considered the alternatives, elected
and agreed to enter into this Agreement, under which Borrower desires that the
Lender continue to forbear from exercising its rights and remedies in respect of
the Identified Events of Default under the Loan Documents and applicable law
during the Forbearance Period (as defined below);


    
      
         


      

      
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    Exhibit
4.84

    


    WHEREAS, the Lender is
willing, subject to the terms and conditions set forth herein (including,
without limitation, the satisfaction of all covenants and agreements by the
Borrower set forth herein and in the other Loan Documents), and solely with
respect to the Identified Events of Default, to continue to forbear from
exercising its rights and remedies in respect of the Identified Events of
Default, but
only as and to
the extent provided herein; and

     

    WHEREAS, each of the Loan
Documents are hereby incorporated herein by reference and, except as altered or
modified by the terms of this Agreement, remain valid, binding and of full force
and effect.

     

    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 and
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1.           Identified
Events of Default.  The Borrower acknowledges and agrees that
the Identified Events of Default have occurred or may occur under the Loan
Documents and that the Lender is entitled to exercise its rights and remedies
with respect to such Identified Events of Default under the Loan Documents and
applicable law.  The Borrower further acknowledges and agrees that the
Lender has no obligation: (i) to forbear from the exercise of its rights and
remedies except as specifically set forth herein, or (ii) to make additional
loans or advance any funds to the Borrower under the Loan Documents or
applicable law.  The Borrower further acknowledges and agrees that the
fact that the Lender has not elected to take any of the actions described in the
Loan Documents is not a waiver of the Lender’s right to do so at any time in the
future, except as specifically provided herein.

     

    2.           Confirmation
of Indebtedness; Ratification of Loan Documents.

     

    (a)         The
Borrower hereby agrees and acknowledges that:

     

    (i)           as
of the date hereof, (A) there exists no defense to the repayment by the Borrower
of its indebtedness to the Lender in connection with the Loan Documents,
including but not limited to outstanding principal, accrued and unpaid interest,
accrued and unpaid fees and expenses (including, but not limited to reasonable
fees and disbursements of counsel to the Lender), and other amounts owed to the
Lender under the Loan Documents, including, without limitation, any amounts
Borrower is obligated to pay Lender pursuant to the terms of this Agreement
(collectively, the “Obligations”) and (B)
the Borrower does not have any Claim (as defined below) against the Lender in
respect of any matter relating to or arising under this Agreement or any of the
Loan Documents or any of the transactions contemplated hereby or
thereby;

     

    (ii)          the
Borrower remains obligated to pay all principal, interest, fees and other
amounts owing to the Lender under and in respect of the Loan Documents when due
and payable in accordance with the terms thereof; and


    
      
         


      

      
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    Exhibit
4.84

    


    (iii)         the
liens and security interests granted in favor of the Lender under the terms of
the Loan Documents secure payment of the Obligations and all other obligations
under the Loan Documents, are perfected, effective, enforceable and valid and
that such liens and security interests are, in each case, a first priority lien
and security interest except to the extent otherwise expressly permitted by the
Loan Agreement or the other Loan Documents

     

    (b)     
   The Borrower hereby (i) ratifies, confirms, and approves each
of the terms and conditions, and its liabilities and obligations under, each of
the Loan Documents (ii) for the avoidance of doubt hereby grants to Lender a
continuing security interest in and lien on the Collateral as security for the
performance of Borrower’s obligations under the Loan Documents and (iii)
acknowledges and agrees that its liabilities and obligations under the Loan
Agreement and other Loan Documents are owing without offset, defense or
counterclaim. The Borrower further acknowledges and agrees that (1) except as
specifically modified by this Agreement, all terms and conditions of the Loan
Agreement and the other Loan Documents shall be unaffected hereby and shall
remain in full force and effect and (2) it shall continue to make all payments
required under the Loan Agreement when due.

     

    (c)       
 Without limiting any other provision of this Agreement, Borrower
acknowledges and agrees that the Lender is entering into this Agreement in
reliance upon, among all other agreements and representations of the Borrower,
including, without limitation, those agreements and representations of the
Borrower set forth in the Loan Documents, the agreements, acknowledgements,
ratifications and provisions set forth in this Section 2.

     

    3.           No
Present Claims; Release.  The Borrower and each Guarantor
acknowledges and agrees that: (a) it does not have any claim or cause of
action against the Lender (or any of its predecessors, directors, officers,
employees, agents, affiliates or attorneys); (b) it does not have any offset
right, counterclaim or defense of any kind against the Obligations or any
portion thereof; and (c) the Lender has heretofore properly performed and
satisfied in a timely manner all of its obligations and commitments to the
Borrower.  The Lender wishes (and the Borrower and Guarantors agree)
to eliminate any possibility that any past conditions, acts, omissions, events
or circumstances would impair or otherwise adversely affect any of the rights,
interests, security and/or remedies of the Lender.  For and in
consideration of the agreements contained in this Agreement and other good and
valuable consideration, the Borrower and each Guarantor unconditionally and
irrevocably releases, waives and forever discharges the Lender, together with
its predecessors, successors, assigns, subsidiaries, affiliates, agents and
attorneys (collectively, the “Released Parties”),
from the following (each a “Claim”): (x) any and
all liabilities, obligations, duties, promises or indebtedness of any kind of
the Released Parties to the Borrower or the Guarantors which existed, arose or
occurred at any time from the beginning of the world to the execution of this
Agreement, and (y) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), which the Borrower or any Guarantor might
otherwise have against the Released Parties, or any of them, in either case (x)
or (y) on account of any condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind which existed, arose or occurred at any time from the
beginning of the world to the execution of this Agreement.


    
      
         


      

      
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    Exhibit
4.84

    


    4.        
  Forbearance
by Lender.

     

    (a)           The
Borrower acknowledges and agrees that the Identified Events of Default have
occurred and are continuing, and further acknowledges and agrees that the Lender
has the right to immediately accelerate and commence enforcement of its rights
and remedies under the Loan Documents and applicable law as a result
thereof.  In consideration of the Borrower’s performance and strict
compliance in accordance with each term and condition of this Agreement (TIME
BEING OF THE ESSENCE), as and when due, the Lender shall forbear from enforcing
its rights and remedies under the Loan Documents and applicable law as a result
of the Identified Events of Default until the earliest of: (i) 4:00 pm (Boston
time) on February 28, 2011,  (ii) the date of the occurrence of any
Default Event or Event of Default (excluding any
Identified Events of Default) under the Loan Agreement or any other Loan
Document, (iii) the date of the occurrence of any breach by Borrower of any of
the terms set forth in this Agreement, including but not limited to the
obligations set forth in Section 6 hereof or the obligations set forth in
Section 6 of the Eleventh Amendment, as adopted and incorporated by reference
herein; or (iv) the date on which the Borrower, any Guarantor, or any affiliate
of the Borrower or any Guarantor, or any person or entity claiming by or through
either the Borrower or any Guarantor joins in, assists, cooperates or
participates as an adverse party or adverse witness in any suit or other
proceeding against the Lender, or any of its affiliates, relating to the
Obligations or any of the transactions contemplated by the Loan Documents, this
Agreement or any other documents, agreements or instruments executed in
connection with this Agreement.  Each of the events described in the
foregoing clauses (i), (ii), (iii) and (iv) are referred to herein as a “Termination Event,”
and the date of the earliest to occur of any Termination Event is referred to
herein as the “Forbearance Termination
Date.”  The period commencing as of the Forbearance and Twelfth
Amendment Agreement Effective Date (as defined below) and ending on the
Forbearance Termination Date shall be referred to as the “Forbearance
Period.”  The Borrower agrees that nothing contained in this
Agreement or the fact that the Lender may, in the Lender’s sole discretion, make
Revolving Advances to the Borrower during the Forbearance Period, shall
constitute a waiver of the Identified Events of Default or of any other Default
Events or Events of Default, whether now existing or hereafter arising under the
Loan Documents.

     

    (b)           During
the Forbearance Period, Lender agrees temporarily to reduce the monthly
principal and interest payment owed to it pursuant the Term Note to interest
only, such reduction to be effective through the Expiration Date.

     

    (c)           The
Borrower acknowledges and agrees that upon the occurrence of the Forbearance
Termination Date, Lender shall have the right to immediately commence
enforcement of its rights and remedies under the Loan Documents and applicable
law in respect of all then existing Default Events and Events of Default,
including the Identified Events of Default.

     

    5.     
     Amendment
to Loan Agreement.  Section 1 of the
Loan Agreement is hereby amended by deleting the definitions of “Expiration
Date” and “Term Loan Maturity Date” and replacing them with the
following:

     

    “Expiration Date”
means February 28, 2011.


    
      
         


      

      
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    Exhibit
4.84

    


    “Term Loan Maturity
Date” means February 28, 2011.

    


    6.           Terms of
Forbearance.  Except to the
extent expressly modified by this Agreement, the terms of the Eleventh
Amendment, including but not limited to the terms of forbearance set forth in
Section 6 thereof, shall remain in full force and effect and are incorporated by
reference herein.  The failure to comply with any of the requirements,
agreements, milestones or covenants set forth in Section 6 of the Eleventh
Amendment shall constitute a Termination Event.

     

    7.           Remedies
Following Termination Event.

     

    (a)           On
and after the occurrence of a Termination Event, upon written notice to
Borrower, and in each case without any further demand, presentment, notice
and/or other action of any nature by the Lender (all of which are hereby
expressly waived by the Borrower), and without limiting any other remedy
available to the Lender under any other agreement, document or instrument or
under applicable law, the Forbearance Period shall terminate, the Lender shall
be immediately and permanently relieved of its forbearance obligations set forth
in this Agreement, and (1) at the Lender’s option, upon written notice to
Borrower, the Lender may accelerate the obligations due under the Loan Documents
and declare the full amount of such obligations to be immediately due and
payable (without further notice or demand), and (2) the Lender may proceed
to enforce its rights under and in respect of the Loan Documents and applicable
law, which rights and remedies are expressly reserved.  The failure
(or delay) of the Lender in exercising any remedy after any particular
Termination Event shall not constitute a waiver of such remedy or any other
remedy in that or in any subsequent instance, or otherwise prejudice the rights
of the Lender in any manner.

     

    (b)           Without
limiting the generality of the foregoing, and notwithstanding anything to the
contrary in this Agreement, the Borrower expressly agrees that,  at
any time after seven business days following written notice by the Lender to the
Borrower of  the occurrence of a Termination Event (the "Notice
Period"), the Lender may seek the appointment of a receiver, trustee or similar
official to take possession of all or any portion of the Collateral or to
operate same and, to the maximum extent permitted by law, may seek the
appointment of such a receiver.  If the Borrower fails by the end of
the Notice Period to initiate a legal proceeding to halt the appointment of a
receiver, the Borrower will be deemed to irrevocably consent to and waive any
right to object to or otherwise contest the appointment of a receiver, trustee
or similar official and will be deemed to have (i) granted such waiver and
consent knowingly after having discussed the implications thereof with its
counsel; (ii) acknowledged that (A) the uncontested right to have a receiver,
trustee or similar official appointed is considered essential by the Lender in
connection with the enforcement of the Lender’s rights and remedies hereunder
and under the Loan Documents, and (B) the availability of such remedies under
the foregoing circumstances was a material factor in inducing the Lender to
enter into this Agreement; and (iii) in furtherance of the Lender’s rights under
this Section 7(b), agreed to enter into any and all stipulations in any legal
actions, or agreements or other instruments in connection with the appointment
of a receiver as provided for herein and to cooperate fully with the Lender in
connection with the assumption and exercise of control by the receiver, trustee
or similar official over all or any portion of the Collateral.


    
      
         


      

      
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    Exhibit
4.84

    


    8.           Representations
and Warranties.
Borrower represents and warrants to the Lender that:

     

    (a)           the
execution, delivery, and performance of this Agreement, the Loan Agreement and
the other Loan Documents are within Borrower’s corporate powers and have been
duly authorized by all necessary corporate action.  This Agreement has
been duly executed and delivered by Borrower and constitutes, and each of the
other previously executed Loan Documents to which Borrower is a party
constitute, legal, valid and binding obligations of Borrower, enforceable
against Borrower in accordance with their respective terms;

     

    (b)           all
financial information delivered by Borrower to Lender fairly presents in all
material respects the financial position of Borrower as at the dates thereof and
the results of operations and cash flows of Borrower for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year-end adjustments and the absence of
footnotes;

     

    (c)           Borrower
has read and fully understands each of the terms and conditions of this
Agreement and is entering into this Agreement freely and voluntarily, without
duress, after having had an opportunity for consultation with independent
counsel of its own selection and not in reliance upon any representations,
warranties or agreements made by Lender and not set forth in this
Agreement;

     

    (d)           each
of the representations and warranties in the Loan Agreement, as updated by
Schedules thereto previously delivered to the Lender, and each of the other Loan
Documents (other than the representations and warranties contained in the first
sentence of Section 3(i) and the first sentence of Section 3(r) of the Loan
Agreement) remains true, complete and correct in all material respects as of the
date hereof (except to the extent such representations and warranties expressly
relate solely to an earlier date), provided, however,
that to the extent that the representations and warranties in Sections 3(n) and
3(o) of the Loan Agreement are not true, complete and correct in all material
respects as of the date hereof solely because Schedules 3(n) and 3(o) to the
Loan Agreement have not been updated, Borrower shall not be deemed to have
violated this Section 8(d) so long as Borrower delivers to the Lender updated
Schedules 3(n) and 3(o) that are true, complete and accurate in all material
respects by no later than December 14, 2010; and

     

    (e)           no
Default Event or Event of Default (other than the Identified Events of Default)
has occurred and is continuing and no Default Event or Event of Default shall
occur or result from the consummation of this Agreement and the transactions
contemplated hereby.

     

    9.           Conditions
Precedent.  The satisfaction
of each of the following shall constitute conditions precedent to the
effectiveness of Lender’s agreements hereunder:

     

    (a)           Lender
shall have received this Agreement fully executed by each of the parties
hereto;

     

    (b)           Lender
shall have received a fully executed amendment agreement whereby Borrower and
Lender amend the Revolving Note to effectuate the amendment contemplated by the
terms of this Agreement;


    
      
         


      

      
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    Exhibit
4.84

    


    (c)           Lender
shall have received a fully executed amendment agreement whereby Borrower and
Lender amend the Term Note to effectuate the amendment contemplated by the terms
of this Agreement;

     

    (d)           Lender
shall have received a fully executed copy of that certain Amendment No. 10 to
Securities Purchase and Loan Agreement between Borrower, Guarantors and the
Junior Lender, dated contemporaneously herewith, in form and substance
satisfactory to the Lender;

     

    (e)           Lender
shall have received payment in full of any costs and expenses (including,
without limitation, the fees of Choate Hall & Stewart LLP) incurred by the
Lender in connection with the Loan Documents and this Agreement;

     

    (f)       
    The representations and warranties in this Agreement,
the Loan Agreement, as updated by Schedules thereto previously delivered to the
Lender, and each of the other Loan Documents (other than the representations and
warranties contained in the first sentence of Section 3(i) and the first
sentence of Section 3(r) of the Loan Agreement) shall be true and correct in all
material respects on and as of the date hereof, as though made on such date
(except to the extent such representations and warranties expressly relate
solely to an earlier date), subject to the qualifications described in Section
8(d) hereof;

     

    (g)           No
Default Event or Event of Default (other than the Identified Events of Default)
shall have occurred and be continuing on the date hereof, nor shall any Default
Event or Event of Default result from the consummation of the transactions
contemplated herein; and

     

    (h)           No
injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated herein
shall have been issued and remain in force by any court or other governmental
authority against Borrower, or Lender.

     

    The date
upon the last of the foregoing events shall have occurred shall be referred to
as the “Forbearance
and Twelfth Amendment Agreement Effective Date.”

     

    10.         Control.  Borrower
acknowledges and agrees that Lender has not exerted any measure of control over
Borrower, its business or any property (real and/or personal) of Borrower, nor
does the business plan of Borrower relating to the agreements herein provide for
or contemplate any of the aforementioned measures of control.  As
such, Borrower acknowledges and agrees that Lender has not taken, nor does said
plan provide for or contemplate Lender taking, any action that would make Lender
an “insider” or a “joint venture partner” of Borrower.


    
      
         


      

      
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    Exhibit
4.84

    


    11.          Business
Purpose; Compliance With Usury Laws.  Borrower
represents and warrants to Lender that the Loans are loans made to an entity
solely for business purposes.  All agreements between Borrower and
Lender are hereby expressly limited so that in no event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced by the Loan
Documents or otherwise, shall the amount paid or agreed to be paid to Lender for
the use or the forbearance of the indebtedness evidenced by the Loan Documents
exceed the maximum rate of interest permissible under applicable
law.  As used herein, the term "applicable law" shall
mean the law in effect as of the date hereof, provided, however, that in the
event there is a change in the law which results in a higher permissible rate of
interest, then such indebtedness shall be governed by such new law as of its
effective date.  In this regard, it is expressly agreed that it is the
intent of Borrower and Lender in the execution and delivery of this Agreement to
contract in strict compliance with the laws that are applicable to the Loans as
set forth in the Loan Documents from time to time in effect.  If,
under or from any circumstances whatsoever, fulfillment of any provision hereof
or of any of the Loan Documents at the time performance of such provision shall
be due, shall exceed the limits prescribed by such applicable law, then the
obligation to be fulfilled shall automatically be reduced to such applicable
limit, and if under or from any circumstances whatsoever Lender should ever
receive as interest an amount which would exceed the highest lawful rate, such
amount which would be excessive interest shall be applied to the reduction of
the principal balance evidenced hereby and not to the payment of
interest.

     

    12.          Assignment.  Borrower may not
assign, delegate or transfer this Agreement or any of its rights or obligations
hereunder any delegation, transfer or assignment in violation hereof shall be
null and void.  No rights are intended to be created under this
Agreement for the benefit of any third party donee, creditor or incidental
beneficiary of Borrower or any other person or entity other than
Lender.  Lender’s  ability to assign, sell or transfer all
of any part of this Agreement shall be governed by the Loan Agreement; provided
however, notwithstanding anything in the Loan Agreement to the contrary, there
shall be no limitations on the Lender’s right to assign its right, title and
interest in and to the Borrower Sale Fee or the Borrower Refinancing Fee (as
each term is defined in the Eleventh Amendment).  Borrower agrees
hereby that, upon receiving notice information for said assignee, Borrower shall
deliver to said assignee any and all notices and reports to said assignee that
Borrower is required to provide to Lender under the Loan Documents.

     

    13.          Entire
Agreement; Amendments and Waivers.  There are no
other understandings, express or implied, between Lender, Borrower or Guarantor
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
7(c) of the Loan Agreement.

     

    14.          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.

     

    15.          Construction.  This Agreement
constitutes a Loan Document.  Upon and after the Forbearance and
Twelfth Amendment Agreement Effective Date, each reference in the Loan Agreement
to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import
referring to the Loan Agreement, and each reference in the other Loan Documents
to “the Loan Agreement,” “thereunder,” “therein,” “thereof,” or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as amended hereby.


    
      
         


      

      
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    Exhibit
4.84

    


    16.          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
Pages Follow]


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    EXECUTION
VERSION

     

    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:
      Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	
                      LENDER:

                    
	 
      	 
      	 
      
	 
      	
                      RBS
      CITIZENS, NATIONAL ASSOCIATION

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                       /s/ Robert
Barnhard

                    
	 
      	
                      Name:
      Robert Barnhard

                    
	 
      	
                      Title:
      Senior Vice
President

                    


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
4.84

    


    
      
        
          	 
      	
                  GUARANTORS:

                
	 
      	 
      
	 
      	
                  ABR
      ADVISORS, INC.

                
	 
      	
                  ALAN
      N. KANTER & ASSOCIATES, INC.

                
	 
      	
                  ALASKA
      PENSION SERVICES, LTD.

                
	 
      	
                  ASSET
      PRESERVATION CORP.

                
	 
      	
                  BENEFIT
      DYNAMICS, INC.

                
	 
      	
                  BENEFIT
      MANAGEMENT INC.

                
	 
      	
                  BPI/PPA,
      INC.

                
	 
      	
                  CALIFORNIA
      INVESTMENT ANNUITY

                
	 
      	
                  SALES,
      INC.

                
	 
      	
                  CIRCLE
      PENSION, INC.

                
	 
      	
                  COMPLETE
      INVESTMENT

                
	 
      	
                  MANAGEMENT,
      INC. OF PHILADELPHIA

                
	 
      	
                  HADDON
      STRATEGIC ALLIANCES, INC.

                
	 
      	
                  LAMORIELLO
      & CO., INC.

                
	 
      	
                  NATIONAL
      ACTUARIAL PENSION

                
	 
      	
                  SERVICES,
      INC.

                
	 
      	
                  NATIONAL
      ASSOCIATES, INC., N.W.

                
	 
      	
                  PENSION
      ADMINISTRATION SERVICES, INC.

                
	 
      	
                  PENSION
      TECHNICAL SERVICES, INC.

                
	 
      	
                  (d/b/a
      REPTECH CORP.)

                
	 
      	
                  PENTEC,
      INC.

                
	 
      	
                  PENTEC
      CAPITAL MANAGEMENT, INC.

                
	 
      	
                  SOUTHEASTERN
      PENSION SERVICES, INC.

                
	 
      	
                  STEPHEN
      H. ROSEN & ASSOCIATES, INC.

                
	 
      	
                  THE
      PENSION ALLIANCE, INC.

                
	 
      	
                  THE
      PENSION GROUP, INC.

                
	 
      	
                  VEBA
      ADMINISTRATORS, INC.

                
	 
      	
                  VALLEY
      FORGE ENTERPRISES, LTD.

                
	 
      	
                  V.F.
      ASSOCIATES, INC.

                
	 
      	
                  VF
      INVESTMENT SERVICES CORP.

                
	 
      	
                  VALLEY
      FORGE CONSULTING

                
	 
      	
                  CORPORATION

                


        

      

    

    


    
      
        
          	 
      	
                  By:

                	
                    /s/ Steven J. Ross

                
	 
      	 
      	
                   
      Name: Steven J. Ross

                
	 
      	 
      	
                   
      Title:  Chief Executive
Officer