Exhibit 10.3
As of September 30, 2003
Xxxxxx Brothers Inc.
00 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fleet Capital Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Loan Administration Manager
Re: Subordinated Note and Warrant Purchase Agreement dated as of
October 22, 2001 between Xxxxxx Brother Inc. and Corporate
Mezzanine II, L.P.
Ladies and Gentlemen:
We refer to (i) the promissory note, dated October 22, 2001, in the original
principal amount of $5,000,000 (the "Note") made by Xxxxxx Brothers Inc. (the
"Company") to the order of Corporate Mezzanine II, L.P. ("CMII"), (ii) the
Purchase Agreement, as defined therein, (iii) the Common Stock Purchase Warrant,
dated October 22, 2001 issued by BrandPartners Group, Inc. ("BPG") to CMII for
the purchase of 405,000 shares of Common Stock of BPG (the "Warrant") and (iv)
the Subordination and Intercreditor Agreement, dated as of October 22, 2001 (the
"Subordination Agreement"), by and among the Company, CMII and Fleet Capital
Corporation ("Fleet"). Terms defined in the Note, when used herein, shall,
unless otherwise defined herein, have the respective meanings provided in the
Note.
Section 2(a) of the Note provides that the Company shall pay accrued interest on
the Note on each Interest Payment Date. The next Interest Payment Date is
September 30, 2003. Subject to the conditions set forth in the fourth paragraph
of this letter, CMII, as Holder of the Note, hereby agrees to extend such
Interest Payment Date until the earliest to occur of a) December 2, 2003, (b)
the date that all or any portion of Fleet's commitments under the Credit
Agreement (as defined in the Subordination Agreement) are terminated or
cancelled or (c) the date that all or any portion of the Company's obligations
under the Credit Agreement (as defined in the Subordination Agreement) becomes
immediately due and payable.
Fleet hereby agrees that in the event that prior to the next payment of interest
on the Note a Subordinated Payment Blockage Period or a Subordinated
Non-Monetary Payment Blockage Period (as such terms are defined in the
Subordination Agreement) commences, then, and in any such event, such
Subordinated Payment Blockage Period or such Subordinated Non-Monetary Payment
Blockage Period, as the case may be, and the period referred to in clause (ii)
of Section 2.4.3 of the Subordination Agreement, shall be deemed to have
commenced on September 30, 2003.
This letter will not be effective and none of the time periods identified above
will be deemed to have commenced on September 30, 2003 until the following
conditions shall have been satisfied:
1. The Company and Fleet shall have executed and delivered this letter to
CMII.
2. CMII shall have received evidence satisfactory to it that Fleet has
extended the final maturity date of the principal amount of its loans [and
its commitment to lend] under the Credit Agreement (as defined in the
Subordination Agreement) by a minimum of sixty (60) days commencing on the
date of this letter.
3. BPG shall have issued to CMII, warrants for the purchase of 10,000
shares of common stock of BPG at a price of US$0.24 per share, the closing
price on the date hereof, substantially in the form of Exhibit E to the
Purchase Agreement.
CMII reserves all other rights under the Note and Warrant, and this letter
applies solely to the purposes set forth above. The Note, the Warrant and
Purchase Agreement remain in full force and effect.
[signature page follows]
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Please acknowledge your agreement to the foregoing, by signing and returning a
counterpart of this letter.
Very truly yours,
CORPORATE MEZZANINE II, L.P.
By: /s/ Mustafa Bohamad
------------------------------------
Name: Mustafa Bohamad
Title: Vice Chairman
Agreed:
XXXXXX BROTHERS INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BRANDPARTNERS GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
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