AMENDMENT TO COMMERCIAL LOAN
AGREEMENT
AND LOAN DOCUMENTS
THIS AMENDMENT (this “Amendment”),
made effective as of the ____ day of _________________, 2009 (the
“Effective Date”), is by and among TD BANK, N. A.
(f/k/a TD Banknorth, N.A.), a national banking association with a
business address of 5 Commerce Park North, Bedford, New Hampshire
03110 (the “Bank”); BRANDPARTNERS GROUP, INC., a
Delaware corporation (“BPG”) and BRANDPARTNERS RETAIL,
INC. (“BPR”), a New Hampshire corporation, each with
executive offices at 10 Main Street, Rochester, New Hampshire 03839
(BPG and BPR being jointly, severally, and collectively, the
“Borrower”); and GRAFICO INCORPORATED
(“GI”) and BUILDING PARTNERS, INC. (“BPI”),
each a Delaware corporation, with executive offices at 10 Main
Street, Rochester, New Hampshire 03839 (GI and BPG being jointly,
severally, and collectively, the
“Guarantor”).
R E C I T A L S:
WHEREAS, the Bank has extended to Borrower
certain credit facilities, including a revolving line of credit
loan in the maximum principal amount of up to Five Million Dollars
($5,000,000.00) (the “Revolving Line of Credit”) and a
term loan in the original principal amount of Two Million Dollars
($2,000,000.00) (the “Term Loan” and collectively with
the Revolving Line of Credit, the “Loans”), which Term
Loan has been repaid in full as of the Effective Date, pursuant to
a certain Commercial Loan Agreement dated May 5, 2005, as amended
to date (as amended, the “Loan Agreement”), and certain
other related documents, instruments, agreements, assignments, and
certificates executed and/or delivered in connection with the
Loans, as amended to date (as amended, collectively the “Loan
Documents”);
WHEREAS, the Loans and all other Obligations of
the Borrower to the Bank are guaranteed by GI pursuant to a certain
Guaranty Agreement of GI, dated May 5, 2005, as amended to date (as
amended, the “GI Guaranty”);
WHEREAS, the
Loans and all other Obligations of the Borrower to the Bank are
guaranteed by BPI pursuant to a certain Guaranty Agreement of BPI,
dated June 15, 2007, as amended to date (as amended, the “BPI
Guaranty” and together with the GI Guaranty, individually and
collectively, the “Guaranty”);
WHEREAS, the
Revolving Line of Credit Review Date is April 30, 2009;
and
WHEREAS, the Bank, at the request of the
Borrower and the Guarantor, has agreed to extend the Revolving Line
of Credit Loan as an on demand facility beyond April 30, 2009 in
accordance with the Loan Agreement, all upon and subject to the
terms and conditions of this Amendment. Capitalized
terms not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants, agreements and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Renewal of Revolving Line of Credit . Subject to
the terms and conditions of this Amendment and the Loan Agreement,
the Revolving Line of Credit shall be renewed as an on demand
facility beyond the Review Date of April 30, 2009.
2.
Amendment of Interest Rates . As of Effective
Date, the Loan Agreement shall be and hereby is amended as
follows:
(a) The
definition of LIBOR Rate in Section III. A. of the Loan Agreement
shall be and hereby is deleted in its entirety and replaced with
the following:
“LIBOR
Rate” means for the Revolving Line of Credit Loan a fixed per
annum rate of interest equal to LIBOR plus 350 basis points
(i.e., 3.50%).”
(b) &nb
