Exhibit 4.67
AMENDMENT
NO. 2 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTE
This Amendment No. 2 and Allonge to
Revolving Line of Credit Note (the
"Agreement") is by and between RBS Citizens, National Association,
a national
bank having a lending office at 28 State Street, Boston, MA 02109
(the "Lender")
and National Investment Managers Inc., a Florida corporation having
an address
of 485 Metro Place South, Suite 275, Dublin, OH 43017 (the
"Borrower"). This
Agreement shall be considered an allonge to the Note (as defined
below) and is
hereby firmly affixed to and made part of the Note.
R E C I T A L S
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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, (vi) a certain
Amendment No. 6 to Term Loan
Agreement dated as of November 26, 2008,
(vii) a certain Amendment No. 7 to
Term Loan Agreement dated as of March
30, 2009, (viii) a certain Amendment
No. 8 to Term Loan Agreement dated as
of June 30, 2009 and (ix) a certain
Amendment No. 9 to Term Loan Agreement
of even date herewith (as amended,
the "Loan Agreement"). The loan
obligations of Borrower to Lender
are further evidenced by a certain
Revolving Line of Credit Note dated
November 30, 2007, from the Borrower
to the Lender in the maximum
principal amount of $2,000,000.00, as amended
by a certain Amendment No. 1 and
Allonge to Revolving Line of Credit Note
dated as of March 30, 2009 (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 temporarily
increase the maximum
principal amount available under the
Note to $2,500,000.00 from the date
hereof until December 31, 2009.
C. Lender has agreed to
temporari
