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EX-10.1 - EXHIBIT 10-1 - 3RD AMENDMENT TO LOAN AND SECUIRTY AGREEMENT - HOOPER HOLMES INCexhibit10-1x01.htm


        
    
    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 29, 2012

Hooper Holmes, Inc.
(Exact name of registrant as specified in charter)


     New York                                  
1-9972
22-1659359
(State or other jurisdiction
of incorporation)
  (Commission File Number)
 (IRS Employer Identification No.)


170 Mt. Airy Road, Basking Ridge, New Jersey 07920
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (908) 766-5000

Not Applicable
(Former names or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 
Item 1.01.    Entry into a Material Definitive Agreement.

On February 29, 2012, Hooper Holmes, Inc. (the “Company”) entered into the Third Amendment and Modification to Loan and Security Agreement (the “Third Amendment”) with TD Bank, N.A. (“TD Bank”).
The Third Amendment amends the terms and conditions of that certain Loan and Security Agreement, dated as of March 9, 2009, by and among the Company and TD Bank (as amended, restated, supplemented and otherwise modified from time to time, the “Loan and Security Agreement”).
Under the Third Amendment, the Company will be obligated to satisfy a Fixed Charge Coverage Ratio covenant (as defined in Section 8.1 of the Loan and Security Agreement) as to any fiscal quarter ending after September 30, 2011 if, for any one or more days following such fiscal quarter end, the Company's outstanding balance of cash advances under the Loan and Security Agreement is greater than $0 and the amount of the Company's cash on deposit with TD Bank is less than $6,000,000. Under the Third Amendment, the Company will also be obligated to provide to TD Bank certain financial projections on a month by month basis. The Third Amendment also contains other customary representations, warranties, covenants and terms and conditions.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number    Exhibit Description

10.1
Third Amendment and Modification to Loan and Security Agreement, dated February 29, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Hooper Holmes, Inc.

Date: March 1, 2012
By: /s/ Michael J. Shea
Michael J. Shea
Senior Vice President,
Chief Financial Officer and
Treasurer