PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
AGENT. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS,
SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY THE AGENT. THE BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE
AGENT HAS COMMENCED A PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.
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SECTION 11.15
SERVICE OF PROCESS
THE BORROWER HEREBY IRREVOCABLY DESIGNATES CORPORATION SERVICES COMPANY,
1133 AVENUE OF THE AMERICAS, SUITE 3100, NEW YORK, NEW YORK 10036-6710 OR ITS
SUCCESSOR AS THE DESIGNEE AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON
BEHALF OF THE BORROWER, SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. IT IS UNDERSTOOD THAT
A COPY OF SUCH PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY
FORWARDED BY MAIL TO THE BORROWER, BUT THE FAILURE OF THE BORROWER TO RECEIVE
SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
SECTION 11.16
JURY TRIAL
EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (A) THIS AGREEMENT; (B) ANY
OTHER LOAN DOCUMENT OR OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN
OR AMONG THE BORROWER, THE AGENT AND A LENDER; OR (C) ANY CONDUCT, ACT OR
OMISSION OF THE BORROWER, THE AGENT, A LENDER OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER
AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR
OTHERWISE.
SECTION 11.17
Publicity
The Agent may (a) publish in any trade or other publication or otherwise
publicize to any third party (including its Affiliates) a tombstone, article,
press release or similar material relating to the financing transactions
contemplated by this Agreement, and (b) provide to industry trade organizations
related information necessary and customary for inclusion in league table
measurements.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its proper and duly authorized officer as of the date first set
forth above.
BORROWER
HOOPER HOLMES, INC.
By: /s/ Michael J. Shea
Name: Michael J. Shea
Title: CFO
LENDERS
CITICAPITAL COMMERCIAL CORPORATION
By: /s/ Richard Gere
Name: Richard Gere
Title: SVP
AGENT
CITICAPITAL COMMERCIAL CORPORATION
By: /s/ Richard Gere
Name: Richard Gere
Title: SVP
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EXHIBIT A
REVOLVING CREDIT NOTE
$25,000,000.00
Harrison, New York
October 10, 2006
FOR VALUE RECEIVED, HOOPER HOLMES, INC., a New York corporation (the
"Borrower"), hereby unconditionally promises to pay to the order of CITICAPITAL
COMMERICAL CORPORATION, a Delaware corporation (the "Lender"), on the Expiration
Date, at c/o CitiCapital Commercial Corporation, as