Exhibit 10.21
April 17, 2002
Fleet Capital Corporation
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Re: Third Amendment and Waiver Agreement dated as of March 29, 2002, among
Xxxxxx Brothers, Inc. (the "Borrower"), BrandPartners Group, Inc.
("Guarantor") (Borrower and Guarantor are at times referred to herein as
"Obligor") and Fleet Capital Corporation ("Lender") (the "Amendment")
Gentlemen:
Reference is made to Section 17(c) of the Amendment (capitalized terms not
otherwise defined herein shall have the meaning given to them in the Amendment),
which requires, as a condition subsequent, the delivery, on or before April 15,
2002, to the Lender of consents to the Amendment and the arrangements
contemplated thereunder in a form and substance reasonably acceptable to the
Lender with respect to the Seller Notes, the Earn-Out, Subordinated Notes and
Management Fees. The Obligors require more time to obtain such consents from the
holders of the Subordinated Notes (the "Holders"). Accordingly, this is to
confirm your agreement that the Obligors may deliver the consents required under
Section 17(c) from the Holders at any time on or before May 1, 2002. Upon
Obligors' failure to deliver to the Lender such consents from the Holders by May
1, 2002, an Event of Default shall be deemed to exist under the Amendment.
Please confirm your agreement to the foregoing.
Very truly yours,
XXXXXX BROTHERS, INC.
By: /s/
-----------------------------
Name:
Title:
BRANDPARTNERS GROUP, INC.
By: /s/
-----------------------------
Name:
Title:
So Agreed:
FLEET CAPITAL CORPORATION,
By: /s/
-----------------------------
Name:
Title:
May 15, 2002
Fleet Capital Corporation
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Re: Third Amendment and Waiver Agreement dated as of March 29, 2002, among
Xxxxxx Brothers, Inc. (the "Borrower"), BrandPartners Group, Inc.
("Guarantor") (Borrower and Guarantor are at times referred to herein as
"Obligor") and Fleet Capital Corporation ("Lender") (the "Amendment")
------------------------------------------------------------------------
Gentlemen:
Reference is made to Section 17(c) of the Amendment (capitalized terms not
otherwise defined herein shall have the meaning given to them in the
Amendment), which requires, as a condition subsequent, the delivery, on or
before May 1, 2002, as extended by that certain post closing letter dated April
17, 2002, to the Lender of consents to the Amendment and the arrangements
contemplated thereunder in a form and substance reasonably acceptable to the
Lender with respect to the Seller Notes, the Earn-Out, Subordinated Notes and
Management Fees. The Obligors require more time to obtain certain of such
consents from the holders of the Subordinated Notes (the "Holders").
Accordingly, this is to confirm your agreement that the Obligors may deliver
the consents required under Section 17(c) from the Holders at any time on or
before 3:00 p.m. EST on May 24, 2002. Notwithstanding anything to the contrary
contained in the Amendment or any prior post-closing letter, upon Obligors'
failure to deliver to the Lender such consents from the Holders on or before
3:00 p.m. EST on May 24, 2002, the Lender may, in its sole discretion, either
deem the Amendment void ab initio or declare that an Event of Default exists
under the Amendment and exercise any and all rights and remedies as a result
thereof. Please confirm your agreement to the foregoing.
Very truly yours,
XXXXXX BROTHERS, INC.
By: /s/
-----------------------
Name:
Title:
BRANDPARTNERS GROUP, INC.
By: /s/
-----------------------
Name:
Title:
So Agreed:
FLEET CAPITAL CORPORATION
By: /s/
-----------------------
Name:
Title:
July 9, 2002
BrandPartners Group, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx, Executive Vice President
Facsimile No.:(000)000-0000
Xxxxxx Brothers, Inc.
00 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxx Xxxxx, President
Facsimile No:
Re: Third Amendment and Waiver Agreement dated as of March 29, 2002 (the
"Amendment"), among Xxxxxx Brothers, Inc. (the "Borrower"), BrandPartners
Group, Inc. ("Guarantor")(Borrower and Guarantor are at times referred to
herein as "Obligor") and Fleet Capital Corporation ("Lender")
--------------------------------------------------------------------------
Gentlemen:
Reference is made to Section 17(c) of the Amendment (capitalized terms not
otherwise defined herein shall have the meaning given to them in the Amendment),
which requires, as a condition subsequent, the delivery, on or before May 24,
2002, as extended by those certain post closing letters dated April 17, 2002 and
May 15, 2002, to the Lender of consents to the Amendment and the arrangements
contemplated thereunder in a form and substance reasonably acceptable to the
Lender with respect to the Seller Notes, the Earn-Out, Subordinated Notes and
Management Fees. The Obligors have requested that the Lender waive the condition
subsequent of the Amendment to obtain certain of such consents from the holders
of the Subordinated Notes (the "Holders"). Accordingly, this is to confirm that
the requirement that Obligors deliver the consents required under Section 17(c)
from the Holders is hereby waived. In furtherance of the foregoing, Section 13
of the Amendment is amended as follows: the reference to "$300,000" contained in
Section 13 is hereby deleted and "$150,000" is inserted in its place.
Notwithstanding anything to the contrary contained in the Amendment, the Lender
hereby acknowledges the Obligor's payment in the amount of $150,000 to certain
of the Holders on or about June 30, 2002. Except as modified herein, all
provisions of the Amendment shall continue in full force and effect. Please
confirm your agreement to the foregoing.
Very truly yours,
FLEET CAPITAL CORPORATION
By: /s/
------------------------------------
Name:
Title:
So Agreed:
XXXXXX BROTHERS, INC.
By: /s/
-------------------------------
Name:
Title:
BRANDPARTNERS GROUP, INC.
By: /s/
-------------------------------
Name:
Title:
