exhibit10-25.htm


    
      

    


    EXHIBIT
10.25

     

    CONSENT AND FIRST
AMENDMENT

     

    CONSENT
AND FIRST AMENDMENT dated as of October 9, 2007 (this “Amendment”) between
Hooper Holmes, Inc., a New York corporation (the “Borrower”), and CitiCapital
Commercial Corporation, a Delaware corporation, as lender (the “Lender”) and
agent (the “Agent”) for the Lender under the Loan and Security Agreement dated
as of October 10, 2006 among the Borrower, the Agent and the lenders from time
to time party thereto (the “Loan Agreement”) and the other Loan Documents (as
defined in 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, the Borrower informed
the Agent of its agreement to sell all of its equity interest (the “Equity
Interest”) in Medicals Direct Group Ltd. (“MDG”), to a third party for an
amount in excess of $250,000 (the “Sale”);

     

    WHEREAS, Section 7.2(e) of the
Loan Agreement prohibits the sale of, among other things, the Equity
Interest;

     

    WHEREAS, the Borrower has
requested the Agent and the Lender consent to the Sale;

     

    WHEREAS, the Borrower has
requested that the Agent release its security interest in the Ordinary shares of
MDG and return the stock certificate representing such shares to the
Borrower;

     

    WHEREAS, the Borrower has
requested that the Agent and the Lender agree to amend the Loan Agreement to
reflect the Sale; and

     

    WHEREAS, the Lender is
agreeable to the Sale and such amendments, but only on the terms and subject to
the conditions set forth herein.

     

    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. Consent.  Effective
as of the date hereof, and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, the Lender hereby consents to the Sale
under Section 7.2(e) of the Loan Agreement. 

     

    SECTION
2. Amendments to Loan
Agreement.  Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, the Loan
Agreement is hereby amended as follows:

     

    (a) Section
1.1 is amended by:

     

    
      	
              (i)  

            	
              Deleting
      the definition “MDG”; and

            


    

     

    
      	
              (ii)  

            	
              Deleting
      the definition “MDG Indebtedness.”

            


    

     

    (b) Section
7.2(a) is amended and restated as follows:

     

    “Indebtedness.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, at any time create, incur, assume or suffer to exist any
Indebtedness other than:

     

    A. (i)           Indebtedness
under the Loan Documents;

     

    B. (ii)           Endorsement
of negotiable instruments for deposit or collection in the ordinary course of
business; or

     

    C. (iii)
Indebtedness (including Capitalized Lease Obligations) incurred solely to
finance the acquisition of fixed or capital assets in an aggregate principal
amount not to exceed, as to the Borrower and its Subsidiaries taken
collectively, $1,000,000 at any time outstanding.”

     

    (c) Section
7.2(h) is amended and restated as follows:

     

    “Loans to Other
Persons.  The Borrower will not, and will not permit any of its
Subsidiaries to, at any time make loans or advance any credit to any Affiliate
thereof or other Person, other than regular intercompany loans and advances
among the Loan Parties.”

     

    (d) Schedules
6.1(b), 6.1(g), 6.1(k), 6.1(ff), 7.1(q) and 7.2(s) are amended and restated as
set forth in Schedules 1, 2, 3, 4, 5 and 6, respectively, to this
Amendment.

     

    SECTION
3. Amendment to Pledge
Agreement.  Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, Schedule
1 to the Pledge Agreement is amended and restated as set forth in Schedule 7 to
this Amendment.

     

    SECTION
4. Conditions
Precedent.  This Amendment 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 Amendment, (b) counterparts of this
Amendment, 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
5. Representations and
Warranties.  The Borrower hereby confirms, reaffirms and
restates the representations and warranties made by it in the Loan Agreement, as
amended hereby, and confirms that all such representations and warranties are
true and correct in all material respects as of the date hereof.  The
Borrower further represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to the Agent and the Lender
that:

     

    (a) It has
all corporate power, authority and legal right necessary to execute, deliver and
perform its obligations under the Amendment and any documents delivered herewith
to which it is a party, and has taken all actions necessary to authorize the
execution, delivery and performance of the Amendment and the transactions
contemplated thereby;

     

    (b) This
Amendment has been duly executed and delivered on behalf of the Borrower, and
constitutes the legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms; and

     

    (c) The
execution, delivery and performance by the Borrower of this Amendment and any
documents delivered herewith to which it is a party are within its powers, have
been duly authorized by all necessary action and will not violate any
Requirement of Law or any contractual obligation of the Borrower.

     

    SECTION
6. Release of
Claims.  THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES
AND FOREVER DISCHARGES THE AGENT AND THE LENDER, AND THE AGENT’S AND THE
LENDER’S PREDECESSORS, AGENTS, EMPLOYEES, CONSULTANTS, ADVISORS, ATTORNEYS,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER
HAVE AGAINST THE AGENT, THE LENDER AND THEIR RESPECTIVE PREDECESSORS, AGENTS,
EMPLOYEES, CONSULTANTS, ADVISORS, ATTORNEYS, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE EXERCISE
OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS
AND THE NEGOTIATION AND EXECUTION OF THIS AMENDMENT.

     

    SECTION
7. General
Provisions.

     

    (a) Except as
expressly amended 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 or the Pledge Agreement shall mean the Loan
Agreement or the Pledge Agreement, as the case may be, as amended
hereby.

     

    (c) This
Amendment 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 Amendment may be
executed and delivered by telecopier with the same force and effect as if it
were an originally executed and delivered manual counterpart.

     

    (d) THIS
AMENDMENT SHALL BE GOVERNED BY, 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
Amendment shall constitute a Loan Document.

     


    
      
        
          


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    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment 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:                                                                

     

          William
Kracklauer

     

          Vice
President and General Counsel

     


    
      
        
          


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              ACKNOWLEDGMENT
      AND CONSENT

            


    

     

    Each of
the undersigned Guarantors hereby acknowledges receipt of a copy of the Consent
and First Amendment, dated as of October 9, 2007 (the “Amendment”), between
Hooper Holmes, Inc., a New York corporation as borrower (the “Borrower”), and
CitiCapital Commercial Corporation, as agent (the “Agent”) for the lenders and
as lender (the “Lender”).  Each of the undersigned Loan Parties shall
be bound by and comply with the terms of the Amendment insofar as such terms are
applicable to the undersigned and consents to the Borrower’s, the Agent’s and
the Lender’s entering into the Amendment.

     

    
      	
               
      

            	
              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:

            


    

     


    
      
        
          


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              Schedule
      1

            


    

     

    
      	
               
      

            	
              [Schedule
      6.1(b) – Locations of Collateral and Real
  Property]

            


    

     

    
      	
               
      

            	
              Schedule
      2

            


    

     

    
      	
               
      

            	
              [Schedule
      6.1(g) – Ownership; Subsidiaries]

            


    

     

    
      	
               
      

            	
              Schedule
      3

            


    

     

    
      	
               
      

            	
              [Schedule
      6.1(k) – Joint Ventures and
Partnerships]

            


    

     

    
      	
               
      

            	
              Schedule
      4

            


    

     

    
      	
               
      

            	
              [Schedule
      6.1 (ff) – Affiliate Transactions]

            


    

     

    
      	
               
      

            	
              Schedule
      5

            


    

     

    
      	
               
      

            	
              [Schedule
      7.1(q) – Billing Practices]

            


    

     

    
      	
               
      

            	
              Schedule
      6

            


    

     

    
      	
               
      

            	
              [Schedule
      7.2(s) – Bank Accounts]

            


    

     

    
      	
               
      

            	
              Schedule
      7

            


    

     

    
      	
               
      

            	
              [Schedule
      1 to Pledge Agreement – Description of Pledged
  Interests]