Unassociated Document


    RSA 399-B STATEMENT OF
FINANCE CHARGES

    


    


    In
connection with the amendment consummated on this ___ day
of  _______________, 2009, by and among TD BANK, N. A., a national
banking association with a business address of 5 Commerce Park North, Bedford,
New Hampshire 03110 (“Bank”) and BRANDPARTNERS GROUP, INC., a Delaware
corporation, and BRANDPARTNERS RETAIL, INC., a New Hampshire corporation, each
with executive offices at 10 Main Street, Rochester, New Hampshire 03839
(collectively, the “Borrower”), GRAFICO INCORPORATED and BUILDING PARTNERS,
INC., each a Delaware corporation with executive offices at 10 Main Street,
Rochester, New Hampshire 03839 (collectively, the “Guarantor”), to that certain
Commercial Loan Agreement dated May 5, 2005, entered into by and between the
Borrower, Guarantor, and the Bank, (as amended, the “Loan Agreement”), the
Borrower and Guarantor are hereby informed and advised pursuant to New Hampshire
RSA 399-B that Borrower and Guarantor shall be liable for and shall pay the
following charges on the loans described below (all capitalized terms not
defined herein shall have the meanings ascribed to them in the Loan
Agreement):

    


    1.  Interest.  The
Borrower shall pay interest on the outstanding principal balance of the
Revolving Line of Credit Loan in the amount of up to Five Million Dollars
($5,000,000.00) at a variable annual rate equal to the Prime Rate plus 100 basis points
(i.e., 1.0%).  “Prime Rate” means the rate published
by The Wall Street
Journal from time to time under the category “Prime Rate:  The
Base Rate on Corporate Loans posted by at least 75% of the Nation's 30 Largest
Banks” (the lowest of the rates so published if more than one rate is published
under this category at any given time) or such other comparable index rate
selected by the Bank in its sole discretion if The Wall Street
Journal ceases to publish such rate.  The Borrower acknowledges
that the Prime Rate is used for reference purposes only as an index and is not
necessarily the lowest interest rate charged by the Bank on commercial
loans.  Each time the Prime Rate changes, the interest rate under the
Loans shall change contemporaneously with such change in the Prime
Rate.  Interest is calculated and accrued daily on the basis of a 360
day banking year and payable monthly in arrears.  The Borrower may
also elect a rate of interest to apply to all or a portion of the outstanding
principal balance of the Revolving Line of Credit Loan based upon 30-day LIBOR
plus 350 basis points (i.e., 3.50%), all subject to and in accordance with the
Loan Agreement.

    


    2.  Late
Charges.  In the event any installment of principal or interest
on the Loans is not paid when due, the Bank may assess a late payment charge of
five percent (5%) of the amount of principal and/or interest which is more than
ten (10) days overdue.

    


    3.  Default
Rate.  If an Event of Default occurs under the Loan Agreement
and after maturity, the Borrower shall pay interest on all amounts outstanding
under the Loans at the Prime Rate, plus an additional five and twenty-five one
hundredths percent (5.25%) per annum.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.  Bank
Fees.  The Borrower shall pay the Bank the following fees in
connection with the Loans:

    


    
      	
              Amendment
      Fee:

            	
            	      
              $25,000.00

            
	 
      	 
      	 
      
	
              Unused
      Revolving Line of Credit

            	
            	      
              0.375%
      per annum of daily average of

            
	
              Commitment
      Fee:

            	
            	      
              unadvanced
      amounts under Revolving Line

            
	 
      	 
      	
              of
      Credit Loan (based upon full availability

            
	 
      	 
      	
              of
      $5,000,000.00), determined quarterly and

            
	 
      	 
      	
              payable
      in arrears.

            


    

    


    5.  LIBOR and Interest Rate
Agreement Obligations.  In the event of any prepayment of any
Loans which are subject to a LIBOR based rate of interest, or which are subject
to any agreement pertaining to interest rate swaps, caps, floors, or hedging
transactions, Borrower shall pay Bank all fees, costs, reimbursements,
obligations, and expenses provided under the Loan Agreement and the other Loan
Documents with respect to the same.

    


    6.  Closing Costs and
Expenses.  The Borrower shall pay all closing costs incurred by
the Bank in connection with the closing, amendment, or enforcement of the Loans,
including, without limitation, attorneys' fees and costs (including document
preparation costs), recording and filing fees, title insurance premium,
appraisal fees, court costs, sheriffs' fees, audit fees and any other expenses
incurred by the Bank with respect thereto, including, but not limited to
attorneys fees and expenses.

    


    7.   Guarantor
Obligations.  Guarantor has unconditionally guaranteed payment
to Bank of all of the obligations of Borrower described above.

    


    The
Borrower and Guarantor hereby acknowledge receipt of a copy of this Statement at
or before the loan closing of even date, and confirm that this transaction is a
commercial loan not subject to federal truth-in-lending laws and regulations,
including without limitation, the Real Estate Settlement Procedures Act and
Regulation Z.

    


    
      
         

      

      
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    [SIGNATURE
PAGE FOLLOWS]

    


    Disclosed
by Bank and acknowledged by Borrower and Guarantor as of the date first set
forth above.

    
      	 
      	 
      
	
              WITNESSES:

            	
              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:
      ______________________________ 


            


    

    
 

     

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