exhibit10-26.htm


    
      

    


    EXHIBIT
10.26

     

    WAIVER

     

    WAIVER
dated as of February 20, 2008 (this “Waiver”) by
CitiCapital Commercial Corporation, a Delaware corporation, as sole lender (the
“Lender”) and
agent (the “Agent”) for the
Lender, in favor of Hooper Holmes, Inc., a New York corporation (the “Borrower”), under the
Loan and Security Agreement dated as of October 10, 2006, as amended to date,
among the Borrower, the Agent and the lenders from time to time party thereto
(as so amended to date, the “Loan
Agreement”).  Unless otherwise indicated, all capitalized terms
used herein without definition shall have the meanings given to such terms in
the Loan Agreement.

     

    W I T N E S S E T H:

     

    WHEREAS, an Event of Default
has occurred under Section 9.1(h)(ii) of the Loan Agreement as a result of James
D. Calver’s resignation as Chief Executive Officer of the Borrower and departure
from the Borrower (the “Calver Departure”);
and

     

    WHEREAS, the Agent has
concluded that it is prepared to waive such Event of Default on behalf of the
Required Lenders.

     

    NOW, THEREFORE, in
consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     

    SECTION
1. Limited
Waiver.  Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Agent, on behalf of the Required Lenders, hereby waives the Event of Default
resulting from the Calver Departure.  By its acceptance of this
Waiver, the Borrower, on behalf of itself and the other Loan Parties,
acknowledges and agrees that the waiver set out herein is strictly limited to
the facts and circumstances described in the recitals above and shall not extend
to any other Default or Event of Default, including, without limitation, any
change in the identity or departure of any future Chief Executive Officer
immediately or subsequently succeeding James D. Calver or any other change in
the composition of the Borrower’s management.  The Agent, on behalf of
the Lenders, reserves the right to object and/or withhold its consent to any
such change.

     

    SECTION
2. Conditions
Precedent.  This Waiver shall become effective when, and only
when, the Agent shall have received (a) in immediately available funds payment
of all of its costs and expenses (including, without limitation, attorneys’
fees) incurred in connection with the preparation, negotiation, execution and
delivery of this Waiver, (b) counterparts of this Waiver, duly executed by
the Borrower and acknowledged and consented to by the Guarantors, and (c) such
other documents, instruments, evidence, materials and information as the Agent
may reasonably request.

     

    SECTION
3. Representations and
Warranties.  The Borrower hereby confirms, reaffirms and
restates the representations and warranties made by it in and as to the Loan
Agreement, as modified hereby, and the other Loan Documents and confirms that
all such representations and warranties, after giving effect to this Waiver, are
true and correct in all material respects as of the date hereof.

     

    SECTION
4. General
Provisions.

     

    (a) Except as
expressly modified hereby, the Loan Agreement and the other Loan Documents are
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with their respective terms.

     

    (b) All
references to the Loan Agreement hereafter shall mean the Loan Agreement as
modified hereby.

     

    (c) This
Waiver may be executed by the parties hereto individually or in combination, in
one or more counterparts, each of which shall be an original and all of which
shall constitute one and the same agreement.  This Waiver may be
executed and delivered by telecopy with the same force and effect as if it were
an originally executed and delivered manual counterpart.

     

    (d) THIS
WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

     

    (e) This
Waiver shall constitute a Loan Document.

     


    
      
        
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    IN WITNESS WHEREOF, the
parties hereto have caused this Waiver to be executed and delivered by their
proper and duly authorized officers as of the date first set forth
above.

     

    
      	
               
      

            	
              LENDERS

            


    

     

    
      	
               
      

            	
              CITICAPITAL
      COMMERCIAL CORPORATION

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Doreen
      Amado

            


    

     

    
      	
               
      

            	
              Vice
      President

            


    

     

    
      	
               
      

            	
              AGENT

            


    

     

    
      	
               
      

            	
              CITICAPITAL
      COMMERCIAL CORPORATION

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Doreen
      Amado

            


    

     

    
      	
               
      

            	
              Vice
      President

            


    

     

    BORROWER

     

    HOOPER
HOLMES, INC.

     

    By:                                                                

     

          Michael
J. Shea

     

          Senior
Vice President and Chief Financial

     

          Officer

     


    
      
        
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              ACKNOWLEDGMENT
      AND CONSENT

            


    

     

    Each of
the undersigned Loan Parties hereby acknowledges receipt of a copy of the
Waiver, dated as of February 20, 2008 (the “Waiver”), by
CitiCapital Commercial Corporation, as agent (the “Agent”) for the
lenders and as sole lender (the “Lender”), in favor of
Hooper Holmes, Inc., a New York corporation, as borrower (the “Borrower”).  Each
of the undersigned Loan Parties shall be bound by and comply with the terms of
the Waiver insofar as such terms are applicable to the undersigned, consents to
the Borrower’s, the Agent’s and the Lender’s entering into the Waiver and
reaffirms in their entirety the terms and provisions of each and every Loan
Document (as defined in the Loan Agreement referred to and identified in the
Waiver to which this Acknowledgment and Consent is appended) to which such
undersigned Loan Party is a party.

     

    
      	
               
      

            	
              HOOPER
      INFORMATION SERVICES, INC.

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              HOOPER
      EVALUATIONS, INC.

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              MID
      AMERICA AGENCY SERVICES,
INCORPORATED

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              TEG
      ENTERPRISES, INC.

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              HERITAGE
      LABS INTERNATIONAL, LLC

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     


    
      	
               
      

            	
              HOOPER
      DISTRIBUTION SERVICES, LLC

            


    

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title: