Unassociated Document


    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)           Section
III. B. of the Loan Agreement shall be and hereby is deleted in its entirety and
replaced with the following:

    


    “B.  Prime
Rate.  The principal balance outstanding from time to time, or
portion thereof, under the Revolving Line of Credit Loan which is not subject to
the LIBOR Rate shall bear interest at a variable annual rate equal to the Prime
Rate plus 100
basis points (i.e., 1.00%).”

    


    3.           Conditions
Precedent.  The effectiveness of this Amendment, and the
renewal of the Revolving Line of Credit Loan in accordance with this Amendment,
are subject to, and conditioned upon, the following:

    


    (a)           Borrower
providing to Bank satisfactory evidence, as determined by Bank in its sole
discretion, that, as of the Effective Date, (i) the amount of the Permitted
Subordinated Debt is at least $6,628,000.00 consisting of principal in the
amount of $5,000,000.00 and the balance consisting of accrued, but unpaid,
interest, and (ii) the maturity date of the Permitted Subordinated Debt is on or
after April 30, 2010; and

    


    (b)           Review,
and acceptance, by Bank of the annual consolidated and consolidating financial
statements of Borrower and Guarantor for the fiscal year ending December 31,
2008 in accordance with the terms of the Loan Agreement, including balance
sheets and statements of income, retained earnings and surplus, and a statement
of cash flow, together with supporting schedules, setting forth in each case
comparative figures for the preceding fiscal year, all as prepared in accordance
with generally accepted accounting principles consistently applied and in each
case prepared and audited by an independent certified public accountant
reasonably acceptable to Bank.

    


    
      
         

      

      
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    4.           Reaffirmation of
Representations and Warranties.  Borrower and Guarantor hereby
confirm, reassert, and restate all of their respective representations and
warranties under the Loan Agreement and the Loan Documents as of the date
hereof.

    


    5.           Reaffirmation of Affirmative
Covenants.  Borrower and Guarantor hereby confirm, reassert,
and restate all of their respective affirmative covenants as set forth in the
Loan Agreement and the Loan Documents as of the date hereof.

    


    6.           Reaffirmation of Negative
Covenants.  Borrower and Guarantor hereby confirm, reassert,
and restate all of their respective negative covenants as set forth in the Loan
Agreement and the Loan Documents as of the date hereof.

    


    7.           Further Representation and
Warranties.  The Borrower and Guarantor, jointly and severally,
further represent and warrant to the Bank as follows:

    


    (a)           The
execution, delivery and performance of this Amendment and any documents executed
and delivered pursuant hereto (collectively, the “Amendment Documents”) are
within the power of the Borrower and Guarantor and are not in contravention of
law, Borrower’s or Guarantor’s Articles or Certificates of Incorporation or
By-laws, or the terms of any other documents, agreements or undertaking to which
the Borrower or Guarantor are a party or by which the Borrower or Guarantor are
bound.  No approval of any person, corporation, governmental body or
other entity not provided herewith is required as a prerequisite to the
execution, delivery and performance by Borrower and Guarantor of the Amendment
Documents or any of the documents submitted to the Bank in connection with the
Amendment Documents to ensure the validity or enforceability
thereof.

    


    (b)           All
necessary corporate and other action has been taken by the Borrower and
Guarantor to authorize the execution, delivery and performance of the Amendment
Documents which, when executed on behalf of the Borrower and Guarantor, will
constitute the legally binding obligations of the Borrower and Guarantor,
enforceable in accordance with their respective terms.

    


    (c)           Borrower
has no other subsidiaries other than GI and BPI.

    


    8.           No Other
Modifications.  Except as specifically modified or amended
herein or hereby, all of the terms and conditions of each of the Loans, the Loan
Agreement, and the Loan Documents, remain otherwise unchanged, and in full force
and effect, all of which are hereby confirmed and ratified by the parties
hereto.

    


    9.           Bank
Fee.  For and in consideration of the Bank entering into this
Amendment, the Borrower shall pay to the Bank a fee in the amount of Twenty-Five
Thousand Dollars ($25,000.00), due and payable in full on the Effective
Date.  Borrower consents to Bank charging Borrower's Revolving Line of
Credit loan account for any such fee.

    


    
      
         

      

      
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    10.           Costs and Expenses of
Bank.  The Borrower agrees to reimburse the Bank for all
reasonable costs, expenses, and fees, including attorneys' fees, associated with
the documentation of this Amendment.  Borrower consents to Bank
charging Borrower's Revolving Line of Credit loan account for any such costs,
expenses and fees.

    


    11.           Counterparts.  This
Amendment may be executed in several counterpart copies.  Each such
counterpart copy shall be deemed an original, but all of such copies together
shall constitute one and the same agreement.

    


    [SIGNATURE
PAGES FOLLOW.]


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
executed and delivered this Amendment effective as of the date first set forth
above.

    


    
      
        
          
            
              
                
                  	
                          WITNESSES:

                        	 
      	
                          BANK:

                        
	 
      	 
      	
                          TD
      BANK, N.A.

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:
      ___________________________

                        
	 
      	 
      	
                          John
      Mercier, Senior Vice President 

                        
	 
      	 
      	 
      
	 
      	 
      	
                          BORROWER:

                        
	 
      	 
      	
                          BRANDPARTNERS
      GROUP, INC.

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:
      _______________________________

                        
	 
      	 
      	
                          James
      Brooks

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Title:
      ______________________________

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          BRANDPARTNERS
      RETAIL, INC.

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By: 
      ________________________________

                        
	 
      	 
      	
                          James
      Brooks

                        
	 	 	 
	 
      	 
      	
                          Title:
      ______________________________

                        
	 
      	 
      	 
      
	 
      	 
      	
                          GUARANTOR:

                        
	 
      	 
      	
                          GRAFICO
      INCORPORATED

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:
      ________________________________

                        
	 
      	 
      	
                          James
      Brooks

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Title:
      ______________________________

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          BUILDING
      PARTNERS, INC

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          By:
      _______________________________

                        
	 
      	 
      	
                          James
      Brooks

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Title:
      _______________________________