8-K

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): April 25, 2006

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):

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

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

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

¨ 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 April 25, 2006, Hooper Holmes, Inc. (the “Company”) entered into an amendment to the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 31, 1999 (such agreement, as previously amended, being referred to as the “Credit Agreement”), among the Company, as borrower, and Wachovia Bank, National Association (“Wachovia”), Bank of America, N.A. (“BOA”) and Brown Brothers Harriman & Co. (“Brown Brothers”), as lenders. The Credit Agreement, as amended, memorializes the terms of a revolving credit facility.

This latest amendment reflects, among other things, a restructuring of the revolving credit facility, an extension of its expiration date and the modification of certain of the financial covenants set forth in the Credit Agreement. Specifically, the amendment:

• reduces the maximum available revolving credit amount from $35 million to $15 million;

• extends the expiration date of the revolving credit facility from October 31, 2006 to January 2, 2007;

• alters the applicable margin on prime rate loans and on LIBOR loans, which had depended on the ratio of the Company’s consolidated debt to EBITDA ratio, to plus 25 basis points and plus 150 basis points, respectively, and provides for a applicable margin on the commitment fee on the unused portion of the revolving credit facility of plus 25 basis points;

• specifies that the proceeds of any loans under the revolving credit facility are to be used only for purposes of (i) financing the Company’s accounts receivable, and (ii) the Company’s other short-term working capital needs and other corporate purposes;

• obligates the Company not to permit its pre-tax income to be less than $0.6 million in each of April and May 2006, $0.8 million in each of June and July 2006, and $0.9 million in the months thereafter;

• obligates the Company not to permit its consolidated fixed charge coverage ratio (as defined in the Credit Agreement) to be less than 0.65 to 1.00 for the quarter ended March 31, 2006, 1.20 to 1.00 for the quarter ending June 30, 2006, and 1.50 to 1.00 for each quarter thereafter, in each case measured on an actual year-to-date basis;

• obligated the Company not to permit its consolidated funded debt to EBITDA ratio (as defined in the Credit Agreement) to exceed at any time 2.50 to 1.00, measured on a quarterly basis and year-to-date cumulatively in 2006;

• in general, prohibits the Company from conveying, leasing, selling, transferring or assigning any assets owned at the time of the amendment or subsequently acquired;

• prohibits the Company’s declaring or making any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of the Company’s stock;

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• prohibits the Company’s purchasing, redeeming or otherwise acquiring for value any shares of any class of the Company’s stock, or any warrants, rights or options to acquire any such shares;

• in general, prohibits the Company from making any loans or advances to any subsidiary or affiliate of the Company, or any other person, in excess of $500,000; and

• obligates the Company to provide consolidated financial statements to Wachovia, as administrative agent, on a quarterly and monthly basis, together with a compliance certificate with respect to the financial and other covenants in the Credit Agreement, as amended.

As conditions precedent to the effectiveness of the amendment, the Company (i) executed a security agreement granting the lenders (which, in accordance with the amendment, consist solely of Wachovia and BOA) a security interest and lien upon all property and assets of the Company and its domestic subsidiaries, and (ii) reimbursed the lenders for their expenses incurred in connection with this amendment and paid them a fee of $100,000.

In conjunction with the negotiation and execution of the amendment to the Credit Agreement, the Company obtained a waiver from the lenders with respect to its non-compliance with the obligation to deliver its audited financial statements for the fiscal year ended December 31, 2005 on or before 100 days after the fiscal year end, and its non-compliance with certain financial covenants set forth in the Credit Agreement.

A copy of each of the amendment to the Credit Agreement, the security agreement, the waiver letter and the Company’s press release, dated April 25, 2007, pertaining to these matters has been filed as an exhibit to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Amendment to Amended and Restated Credit Agreement (Third)
10.2	Security Agreement
10.3	Waiver Letter
99.1	Press release, dated April 25, 2006, regarding the amendment to the Credit Agreement and related waiver

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: May 2, 2006	By:	/s/ Robert W. Jewett
		Robert W. Jewett
		Senior Vice-President,
		Secretary and General Counsel

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EX-10.1

EXHIBIT 10.1

AMENDMENT TO AMENDED

AND

RESTATED CREDIT AGREEMENT

(THIRD)

This AMENDMENT (“Amendment”) dated as of April 25, 2006 is by and between WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as an individual Lender and as Lead Arranger and Administrative Agent (“Wachovia”), BANK OF AMERICA, N.A (formerly known as Fleet National Bank), as an individual Lender and as Documentation Agent, (“BOA”), BROWN BROTHERS HARRIMAN & CO., formerly as an individual Lender (“Brown Brothers”, and Wachovia and BOA in their capacity as individual Lenders are hereinafter, collectively the “Lenders”, Wachovia in its capacity as the Lead Arranger and Administrative Agent is hereinafter the “Agent”, and BOA in its capacity as the Documentation Agent is hereinafter the “Documentation Agent”)) and HOOPER HOLMES, INC., a New York corporation (“Borrower”).

W I T N E S S E T H:

WHEREAS, the Borrower, Lenders, Agent and the Documentation Agent are parties to a certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 29, 1999 (said agreement, as amended by a certain Amendatory Letter Agreement dated as of July 10, 2000, as further amendment by a certain Amendment thereto dated as of May 15, 2001, as further amended by an Amendatory Letter dated October 16, 2002, as further amended by a certain Amendment thereto dated as October 30, 2003, as further modified by a certain Notice of Default, Reservation of Rights, Amendatory Letter and Security Agreement dated April 6, 2006 (the “April 2006 Letter Agreement”) and as further amended and modified from time to time, the “Credit Agreement”) and certain other Credit Documents executed and delivered in connection therewith; and

WHEREAS, the Lenders and the Borrower have agreed to restructure the Revolving Credit Facility and certain of the financial and other covenants set forth in the Credit Agreement, and in connection with said restructuring Brown Brothers will be exiting the Facilities provided under the Credit Agreement, in each case subject to the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

1. Defined Terms; Effect of Amendment.

(a) Unless otherwise modified hereby, all capitalized terms used herein which are defined in the Credit Agreement, and not otherwise defined herein, are used herein as defined in the Credit Agreement. All capitalized terms used herein which are defined in the Credit Agreement and modified herein shall have the meaning assigned to such terms in the Credit Agreement as so modified.

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(b) This Amendment is an amendment to the Credit Agreement. Unless the context of this Amendment otherwise requires, the Credit Agreement and this Amendment shall be read together and shall have effect as if the provisions of the Credit Agreement and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Credit Agreement to the “Credit Agreement”, “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and all references in the Notes and the other Credit Documents to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment.

2. (a) Acknowledgment of Amounts Outstanding. The Borrowers acknowledges and agrees that (i) the outstanding principal balance under the Revolving Loans is $[0.00] and the Letter of Credit Outstandings is $[0.00], in each case, as of April 24, 2006 and (ii) Term Loan has been fully borrowed and repaid and therefore may not be reborrowed. The Borrower further acknowledge and agree that such amounts outstanding, if any, under the Revolving Loans and the reimbursement obligation in respect of the Letter of Credit Outstandings are the valid and binding obligations of the Borrower, enforceable against it in accordance with the terms of the Credit Documents, and that, as of the date hereof, there are not claims, set-offs or defenses to the payment thereof.

(b) Waiver of Claims and Defenses; Release and Reservation of Rights.

(i) The Borrower agrees that, as of the date hereof, it does not have any claim, counterclaim, cause of action or defense of any kind by way of offset or otherwise to the payment and satisfaction in full of the Loans or any reimbursement obligation. The foregoing notwithstanding, to the extent that any such a claim or defense may or does exist, as of the date hereof, the Borrower waives and releases any and all such claims, counterclaims, causes of action and defenses.

(ii) The Borrower further waives and releases and affirmatively agrees not to allege or otherwise pursue, in any manner, any and all defenses, affirmative defenses, counterclaims, claims, causes of action, set-offs or other rights that it may have as of the date hereof to contest: (i) any provision of the Credit Agreement and other Credit Documents; (ii) the rights of the Agent or any of the Lenders to all rents, issues, profits, products and proceeds of the collateral for the Loans or reimbursement obligations; (iii) the liens for the benefit of the Agent and the Lenders in any property (whether real or personal, tangible or intangible), right or other interest, now or hereafter arising in connection with the collateral for the Loans or reimbursement obligations; and (iv) any and all acts or omissions of the Agent or any Lender in administering the amounts outstanding under the Credit Agreements or otherwise. The Borrower fully and forever releases and discharges the Agent and each Lender from any and all claims or liability of any kind or nature with respect to any of the foregoing matters.

(iii) The Agent and the Lenders expressly reserves all of their rights and remedies under the Credit Documents with respect to all issues of non-compliance with the Credit Agreement (other than to the extent waived or consented to pursuant to the Waiver Letter, as defined below), and further reserves their right to respond to such instances of

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non-compliance in any manner that they may deem necessary or appropriate under those specific circumstances.

3. Amendments to Credit Agreement.

(a) The definition of “Applicable Margin” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Margin shall mean (A) with respect to Prime Rate Loans, plus 25 basis points (0.25%), (B) with respect to LIBOR Loans, plus 150 basis points (1.50%) and (C) as used to determine the commitment fee pursuant to Section 3.02 hereof, plus 25 basis points (.25%). Notwithstanding the foregoing, at all times during which there exists a Default or Event of Default, the Applicable Margin (A) with respect to Prime Rate Loans, and LIBOR Loans, shall be determined by reference to 2.07(a), and (B) as used to determine the commitment fee pursuant to Section 3.02 hereof, shall be plus 50 basis points (.50%).”

(b) The definition of “Maximum Available Revolving Credit Amount” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Maximum Available Revolving Credit Amount shall mean Fifteen Million Dollars ($15,000,000), less any reduction to said Maximum Revolving Credit Amount pursuant to Section 2.04 hereof.”

(c) Clause (x) of the definition of “Permitted Investments” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(x) any other form of investment in any Person so long as the consideration paid or exchanged by the Borrower for such investment (whether in cash or the value of payment-in-kind) does not exceed in the aggregate for all such investments on amount equal to $500,000 minus the aggregate outstanding amount advanced to officers by the Borrower pursuant to Section 8.11 hereof.”

(d) The definition of “Revolving Credit Commitments” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Revolving Credit Commitment shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name under the heading Revolving Credit Commitment on SCHEDULE A attached hereto and made a part hereof, which is such Lender’s Pro Rata Share of the Maximum Available Revolving Credit Amount that such Lender has agreed to advance hereunder, as the same may be (i) reduced from time to time pursuant to Section 2.04 hereof or (ii) adjusted from time to time as a result of assignments to and from the Lenders pursuant to Section 11.08 hereof.”

(e) The definition of “Revolving Credit Expiration Date” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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“Revolving Credit Expiration Date shall mean January 2, 2007.”

(f) Section 2.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“2.02 Revolving Credit Payments and Maturity. The aggregate unpaid principal amount of the Revolving Credit Loans, all accrued but unpaid interest thereon, and any fees payable hereunder, shall mature and be due and payable on the Revolving Credit Expiration Date.”

(g) Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“6.02 Use of Proceeds; Margin Regulation. The proceeds of the Revolving Credit Loans shall be used only for the following purposes: (i) to finance the Borrower’s accounts receivable and (ii) in connection with the Borrower’s other short-term working capital needs and other corporate purposes. The Letters of Credit shall be used solely to support Permitted L/C Obligations. The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying “margin stock” (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). Neither the making of any Loan, the issuance of any Letter of Credit, nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve System”

(h) The reference to “one hundred (100) days” appearing in the first clause of Section 7.03 (i) of the Credit Agreement is hereby amended to be a reference “one hundred and twenty (120) days.”

(i) There shall be added to Section 7.03 of the Credit Agreement a new clause (viii) that shall read as follows:

“(viii) as soon as possible and in any event within 30 days of each calendar month that is not also the end of a fiscal quarter of the Borrower, management prepared Consolidated and consolidating financial statements, including but not limited to, a balance sheet, income statement and cash flow statement prepared in accordance with GAAP, consistently applied and in form and substance satisfactory to the Agent for the month and the period commencing at the end of previous fiscal year and ending with the end of such month, together with a compliance certificate pertaining to the month then ended but otherwise substantially similar to the certificate delivered pursuant to Section 7.04 hereof.”

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(j) Clause (f) of Section 8.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(f) Liens in favor of any Person (whether or not the seller of such assets) upon property or assets of the Borrower or any of its Subsidiaries incurred solely for the purpose of financing the acquisition of any such assets, provided, no such Lien shall extend to or over any property or asset other than the property being acquired and provided, further that (i) the aggregate principal amount of the Indebtedness at any one time outstanding secured by such Liens shall not exceed $500,00.00 and (ii) the incurrence of any such Indebtedness shall not otherwise be prohibited by the terms of this Agreement; and”

(k) Section 8.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows

“8.03 Sale of Assets; Liquidation; Merger; Acquisitions. Convey, lease, sell, transfer or assign any assets or properties presently owned or hereafter acquired except dispositions of inventory in the ordinary course of business for value received and such other dispositions of assets and properties that are not material to the business or operations of the Borrower or any of its Subsidiaries, if such asset or property is replaced with reasonable promptness or is otherwise obsolete; liquidate or discontinue its normal operations with intent to liquidate; enter into any merger or consolidation; or acquire all or substantially all of the assets, stock or other equity interests of another entity.

(l) Section 8.05 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.05 Dividends. Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of stock of the Borrower.”

(m) Section 8.05A of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.05A Special Stock Purchase Provisions. Purchase, redeem or otherwise acquire the value (or permit any Subsidiary to do so) any share of any class of stock of the Borrower or any warrants, rights or options to acquire any such shares, now or hereafter outstanding

(n) Section 8.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.10 Loans and Advances Generally. Other than loans and advances to officers permitted pursuant to Section 8.11 hereof, loan or make advances, or other forms of extensions of credit, to any Subsidiary or Affiliate of the Borrower, or any other Person (other than as permitted under Section 8.9 hereof) in excess of $500,000 outstanding at any time; provided, however, that the Borrower shall be permitted to make loans, advances and other forms of extensions of credit to any of its Subsidiaries without limit so long as such Subsidiary is also a Guarantor of the Obligations.”

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(o) Section 8.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.11 Loans and Advances to Officers. Loan or make advances, or other forms of extensions of credit, to any officer, director or shareholder (a “control person”) of the Borrower (or any control person of any Subsidiary or Affiliate of the Borrower), other than at arm’s length and/or commercially reasonable terms or which in the aggregate for all such loans and advances do not exceed $500,000 outstanding at any time.”

(p) Section 8.14 of the Credit Agreement is deleted in its entirety and replaced with the following new Section 8.14:

“8.14 Minimum Consolidated Pre-Tax Income. Permit its pre-tax income (determined in accordance with GAAP) for the following months to be less than the amounts set forth such month:

April 30, 2006	$	600,000
May 31, 2006	$	600,000
June 30, 2006	$	800,000
July 31, 2006,	$	800,000
August 31, 2006 and each month thereafter	$	900,000	”

(q) Section 8.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.15 Consolidated Fixed Charge Coverage Ratio. Permit its Consolidated Fixed Charge Coverage Ratio to be less than (i) 0.65 to 1.00 as of the quarter ending March 31, 2006, (ii) 1.20 to 1.00 as of the quarter ending June 30, 2006, and (iii) 1.50 to 1.00 as of the end of each quarter thereafter, measured on an actual year-to-date basis.”

(r) Section 8.16 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.16 Consolidated Funded Debt to EBITDA Ratio. Permit its Consolidated Funded Debt to EBITDA Ratio to exceed at any time 2.50 to 1.00, measured on a quarterly basis for the relevant Test Period; provided, however, that, anything to the contrary set forth in this Agreement notwithstanding, the EBITDA component of said ratio (the EBITDA Component) for the fiscal quarters ending March 31, 2006, June 30, 2006 and September 30, 2006, shall be calculated as follows: (i) for the fiscal quarter ending March 31, 2006, the EBITDA Component shall be

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the Borrower’s Consolidated EBITDA for the fiscal quarter ended March 31, 2006, multiplied by four (4), (ii) for the fiscal quarter ending June 30, 2006, the EBITDA Component shall be the sum of the Borrower’s Consolidated EBITDA for the fiscal quarter ended March 31, 2006 plus the Borrower’s Consolidated EBITDA for the fiscal quarter ended June 30, 2006, multiplied by two (2), and (iii) for the fiscal quarter ending September 30, 2006, the EBITDA Component shall be the sum of the Borrower’s Consolidated EBITDA for the fiscal quarter ended March 31, 2006 plus the Borrower’s Consolidated EBITDA for the fiscal quarter ended June 30, 2006 plus the Borrower’s Consolidated EBITDA for the fiscal quarter ended September 30, 2006, multiplied by one and one-third (1.33).”

(s) There shall be added to this Credit Agreement a new SCHEDULE A in the form attached hereto and made a part hereof.

(t) Annex I attached to the Credit Agreement is hereby deleted and replaced with Annex I attached hereto.

4. New Notes, Exit of Brown Brothers. To reflect the reduced Maximum Available Revolving Credit Amounts, the adjusted Revolving Credit Commitment and the exit of Brown Brothers from the Facilities, the Borrower shall issue new Revolving Credit Notes to Wachovia and BOA in substantially the form of EXHIBIT “A-1” and “A-2” respectively and Brown Brothers shall return its Revolving Credit Note to the Borrower for cancellation. For all purposes under the Credit Agreement and the other Credit Documents, all references to the “Revolving Credit Notes” shall mean the Notes issues hereunder. Upon the effectiveness of this Amendment, (i) Brown Brothers hereby acknowledges that it is no longer a “Lender” under the Credit Agreement and therefore shall no longer be entitled to the benefits of a Lender under the Credit Agreement or any other Credit Document and (ii) the Borrower hereby acknowledges and agrees that any commitment to lend or any other obligation of Brown Brothers under any Credit Document is forever terminated and discharged. Brown Brothers further acknowledges that as of the date hereof, there are no Obligations owing to it under the Credit Agreement or any other Credit Document.

5. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms and conditions of the Credit Agreement shall continue in full force and effect, and all parties hereto shall be entitled to the benefits thereof. This Amendment is limited as written and shall not be deemed (i) to be an amendment of or a consent under or waiver of any other term or condition of the Credit Agreement or (ii) to prejudice any right or rights which the Lenders now have or may have in the future under or in connection with the Credit Agreement or such other agreements.

6. Representations and Warranties. In order to induce the Lenders to enter into this Amendment, the Borrower makes the following representations and warranties to the Lenders, which shall survive the execution and delivery hereof:

(i) The execution and delivery of this Amendment has been authorized by all necessary corporate action on its part, this Amendment has been duly executed and delivered by it, and this Amendment and the Credit

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Agreement, as amended hereby, constitutes the legal, valid and binding obligations of it enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, moratorium laws from time to time in effect and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(ii) Except as set forth in the Waiver Letter (as defined below), no Event of Default has occurred and is continuing under the Credit Agreement, and no event has occurred which, with notice, lapse of time or both, would constitute such an Event of Default; and

(iii) The representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct as of the date hereof in all material respects.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all which when taken together shall constitute one and the same agreement.

8. Governing Law. This Amendment, including the validity thereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

9. Conditions Precedent. This Amendment shall not be effective until (1) the Agent shall have received counterparts of this Amendment, duly executed by all of the parties hereto, (2) the Agent shall have received new Revolving Credit Notes for Wachovia and BOA substantially in the term of EXHIBIT A-1 and A-2, respectively, in each case duly executed by the Borrower, (3) the Agent shall have received a Security Agreement restating the grant of the security interest granted to the Agent (for the benefit of the Lenders) set forth in the April 6, 2006 Letter Agreement, and all matters incidental thereto set forth in said letter, (4) the Agent shall have received a fully executed copy of the Waiver Letter dated as of even date herewith (the “Waiver Letter”) regarding certain defaults under the Credit Agreement, (5) the Agent shall have received an opinion of counsel to Borrower regarding the due authorization, execution and delivery of this Amendment and the above referenced security agreement, and such other matters as the Agent may require, and otherwise in form and substance satisfactory to it, (6) the Agent shall have received secretary certificates, incumbency certificates and good standing certificates for the Borrower and the Guarantors substantially the same as the like items delivered by the Borrower pursuant to Section 5.01(a)(iv), (vi) and (vii) of the Credit Agreement, (7) the Borrower shall have paid to the Agent for the ratable account of Wachovia and BOA a non-refundable waiver and modification fee of $100,000, and (8) the Borrower shall have paid all reasonable fees and expenses of the Agent’s counsel incurred in connection with the preparation, negotiation, execution and delivery and review of this Amendment.

10. Execution Certification. The parties hereto certified that this Amendment was executed and delivered in the State of New Jersey,

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11. OFAC Provisions. None of the Borrower, any Guarantor, any Subsidiary of the Borrower or any Guarantor nor any affiliate of the Borrower or any Guarantor is (i) named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person, and the proceeds from the loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, any such country, agency, organization or person.

12. Patriot Act Notice. To help combat the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account with any such institution. For purposes of this Section, account shall be understood to include loan accounts related to the Facilities.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

		Borrower:
WITNESS OR ATTEST		HOOPER HOLMES, INC.
By:	/s/ Robert Jewett	By:	/s/ Joseph A. Marone
	Name: Robert Jewett		Name: Joseph A. Marone
	Title: Senior Vice President, General          Counsel & Secretary		Title: VP and Acting CFO
		Lenders:
		WACHOVIA BANK, NATIONAL BANK, (formerly known as First Union National Bank) As Agent and Lender
		By:	/s/ James J. Petronchak
			Name: James J. Petronchak
			Title: SVP
		BANK OF AMERICA, N.A. (formerly known as Fleet National Bank), As Documentation Agent and Lender
		By:	/s/ Laura H. McAulay
			Name: Laura H. McAulay
			Title: Senior Vice President
		BROWN BROTHERS HARRIMAN & CO. As a former Lender and as to the matters set forth in Section 4 only
		By:	/s/ J. Edward Hill
			Name: J. Edward Hill
			Title: Managing Director

[SIGNATURE PAGE CONTINUES]

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THIS AMENDMENT IS ACKNOWLEDGED AND CONSENTED TO
WITNESS OR ATTEST		HOOPER INFORMATION SERVICES, INC. As Guarantor
By:	/s/ Robert W. Jewett	By:	/s/ Joseph A. Marone
	Name: Robert W. Jewett		Name: Joseph A. Marone
	Title: Senior VP,          General Counsel & Secretary		Title: VP & Acting CFO
		HOOPER EVALUATIONS, INC.     (d/b/a D&D Associates, Allegiance Health,     Michigan Evaluation Group and Medimax)
		By:	/s/ Joseph A. Marone
			Name: Joseph A. Marone
			Title: VP & Acting CFO
		HERITAGE LABS INTERNATIONAL LLC
		By:	/s/ Joseph A. Marone
			Name: Joseph A. Marone
			Title: VP & Acting CFO
		HOOPER DISTRIBUTION SERVICES, LLC.
		By:	/s/ Joseph A. Marone
			Name: Joseph A. Marone
			Title: VP & Acting CFO
		MID-AMERICA AGENCY SERVICES, INC.
		By:	/s/ Joseph A. Marone
			Name: Joseph A. Marone
			Title: VP & Acting CFO
		TEG ENTERPRISES, INC.
		By:	/s/ Joseph A. Marone
			Name: Joseph A. Marone
			Title: VP & Acting CFO

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SCHEDULE A

REVOLVING CREDIT COMMITMENTS

LENDER	REVOLVING CREDIT COMMITMENT		PRO RATA SHARE
Wachovia Bank, National Association	$	8,250,000	55	%
Bank of America, N.A.	$	6,750,000	45	%
Total Commitments:	$	15,000,000

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ANNEX I

(REVISED AS OF 4/25/06)

BORROWER TO PROVIDE

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EX-10.2

EXHIBIT 10.2

SECURITY AGREEMENT

Dated as of April 25, 2006

HOOPER HOLMES, INC.

HOOPER INFORMATION SERVICES, INC.

HOOPER DISTRIBUTION SERVICES, LLC

HERITAGE LABS INTERNATIONAL LLC

HOOPER EVALUATIONS, INC. (d/b/a D&D Associates,

Allegiance Health, Michigan Evaluation Group and Medimax)

MID-AMERICA AGENCY SERVICES, INC.

TEG ENTERPRISES, INC.

c/o HOOPER HOLMES, INC.

170 Mount Airy Road

Basking Ridge, New Jersey 07920

(Individually and collectively “Debtor”)

WACHOVIA BANK, NATIONAL ASSOCIATION

190 River Road

Summit, New Jersey 07901

(Hereinafter referred to as “Agent”)

PRELIMINARY STATEMENT

Hooper Holmes, Inc. (also referenced to herein as “Borrower”) is the Borrower under a certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 29, 1999 (said agreement, as amended by a certain Amendatory Letter Agreement dated as of July 10, 2000, as further amendment by a certain Amendment thereto dated as of May 15, 2001, as further amended by an Amendatory Letter dated October 16, 2002, as further amended by a certain Amendment thereto dated as October 30, 2003, as further modified by a certain Notice of Default, Reservation of Rights, Amendatory Letter and Security Agreement dated April 6, 2006 (the “April 2006 Letter Agreement”), as further amended pursuant to a certain Amendment thereto dated as of even date herewith and as further amended and modified from time to time, the “Credit Agreement”) in which Wachovia Bank, National Association is the Administrative Agent (also referred to herein as “Agent”) and a Lender and Bank of America, N.A. is the Documentation Agent and a Lender (Wachovia Bank, National Association and Bank of America, N.A. are also referred to herein collectively as “Lender”). Each other Debtor is a subsidiary of Borrower and a guarantor of the obligations of Borrower under the Credit Agreement. Pursuant to the April 2006 Letter Agreement, Borrower has agreed to (and agreed to cause each of the other Debtors to) execute and deliver a security agreement to reflect the granting of a continuing security interest and general lien in the “Collateral” therein described in favor of the Agent for the ratable benefit of Lender. Accordingly, each Debtor intends to execute and deliver this Agreement for that purpose.

NOW, THEREFORE: In consideration of the promises and to induce Lender to make the credit facility contemplated under the Credit Agreement available to Borrower, each Debtor agrees:

For value received and to secure payment and performance of any and all obligations of Debtor to Agent and Lender however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, including swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), future advances, and all costs and expenses incurred by Agent or Lender to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, in each case to the extent any such obligation is an “Obligations” (as defined in the Credit Agreement) or otherwise arises under or in connection with the obligations of Borrower under the Credit Agreement or any other Credit Document (collectively, “Obligations”), Debtor hereby grants to Agent, for the ratable benefit of Lender, a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, “Collateral”):

All of the personal property owned by Debtor of every kind and nature including, without limitation, all Collateral described on SCHEDULE “A” attached hereto and made a part hereof, wherever located.

Debtor hereby represents and agrees that:

OWNERSHIP. Debtor owns the Collateral or Debtor will purchase and acquire rights in the Collateral within ten days of the date advances are made under the Credit Documents. If Collateral is being acquired with the proceeds of an advance under the Credit Documents, Debtor authorizes Agent to disburse proceeds directly to the seller of the Collateral. The Collateral is free and clear of all liens, security interests, and claims except those previously reported in writing to and approved by Agent, and Debtor will keep the Collateral free and clear from all liens, security interests and claims, other than those granted to or approved by Agent.

NAME AND OFFICES; JURISDICTION OF ORGANIZATION. The name and address of Debtor appearing at the beginning of this Agreement are Debtor’s exact legal name and the address of its chief executive office. There has been no change in the name of Debtor, or the name under which Debtor conducts business, within the five years preceding the date hereof except as previously reported in writing to Agent. Debtor has not moved its chief executive office within the five years preceding the date hereof except as previously reported in writing to Agent. Debtor is organized under the laws of the State of New York and has not changed the jurisdiction of its organization within the five years preceding the date hereof except as previously reported in writing to Agent.

TITLE/TAXES. Debtor has good and marketable title to Collateral and will warrant and defend same against all claims. Debtor will not transfer, sell, or lease Collateral (except as permitted herein). Debtor agrees to pay promptly all taxes and assessments upon or for the use of Collateral and on this Security Agreement. At its option, Agent or Lender may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on Collateral. Debtor agrees to reimburse Agent or Lender (as the case may be), on demand, for any such payment made by Agent or Lender (as the case may be). Any amounts so paid shall be added to the Obligations.

WAIVERS. Debtor agrees not to assert against Agent or Lender as a defense (legal or equitable), as a set-off, as a counterclaim, or otherwise, any claims Debtor may have against any seller or lessor that provided personal property or services relating to any part of the Collateral or against any other party liable to Agent or any Lender for all or any part of the Obligations. Debtor waives all exemptions and homestead rights with regard to the Collateral. Debtor waives any and all rights to any bond or security which might be required by applicable law prior to the exercise of any of remedies against any Collateral. All rights of Agent and security interests hereunder, and all obligations of Debtor hereunder, shall be absolute and unconditional, not discharged or impaired irrespective of (and regardless of whether Debtor receives any notice of): (i) any lack of validity or enforceability of any Credit Document; (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any of the Obligations or the Credit Documents or any other amendment or waiver of or any consent to any departure from any Credit Document; or (iii) any exchange, insufficiency, unenforceability, enforcement, release, impairment or non-perfection of any collateral, or any release of or modifications to or insufficiency, unenforceability or enforcement of the obligations of any guarantor or other obligor. To the extent permitted by law, Debtor hereby waives any rights under any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist and which, but for this provision, might be applicable to any sale or disposition of the Collateral by Agent; and any other circumstance which might otherwise constitute a defense available to, or a discharge of any party with respect to the Obligations.

NOTIFICATIONS; LOCATION OF COLLATERAL. Debtor will notify Agent in writing at least 30 days prior to any change in: (i) Debtor’s chief place of business and/or residence; (ii) Debtor’s name or identity; (iii) Debtor’s corporate/organizational structure; or (iv) the jurisdiction in which Debtor is organized. In addition, Debtor shall promptly notify Agent of any claims or alleged claims of any other person or entity to the Collateral or the institution of any litigation, arbitration, governmental investigation or administrative proceedings against or affecting the Collateral. Debtor will keep Collateral at the location(s) previously provided to Agent until such time as Agent provides written advance consent to a change of location. Debtor will bear the cost of preparing and filing any documents necessary to protect Agent’s liens.

COLLATERAL CONDITION AND LAWFUL USE. Debtor represents that the Collateral is in good repair and condition and that Debtor shall use reasonable care to prevent Collateral from being damaged or

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depreciating, normal wear and tear excepted. Debtor shall immediately notify Agent of any material loss or damage to Collateral. Debtor shall not permit any item of Collateral to become a fixture to real estate or an accession to other personal property unless such property is also Collateral hereunder. Debtor represents it is in compliance in all respects with all laws, rules and regulations applicable to the Collateral and its properties, operations, business, and finances.

RISK OF LOSS AND INSURANCE. Debtor shall bear all risk of loss with respect to the Collateral. The injury to or loss of Collateral, either partial or total, shall not release Debtor from payment or other performance hereof. Debtor agrees to obtain and keep in force property insurance on the Collateral with a Lender’s Loss Payable Endorsement in favor of Agent and commercial general liability insurance naming Agent as Additional Insured and such other insurance as Agent may require from time to time. Such insurance is to be in form and amounts satisfactory to Agent and issued by reputable insurance carriers satisfactory to Agent with a Best Insurance Report Key Rating of at least “A-”. All such policies shall provide to Agent a minimum of 30 days written notice of cancellation. Debtor shall furnish to Agent such policies, or other evidence of such policies satisfactory to Agent. If Debtor fails to obtain or maintain in force such insurance or fails to furnish such evidence, Agent is authorized, but not obligated, to purchase any or all insurance or “Single Interest Insurance” protecting such interest as Agent deems appropriate against such risks and for such coverage and for such amounts, including either the loan amount or value of the Collateral, all at its discretion, and at Debtor’s expense. In such event, Debtor agrees to reimburse Agent for the cost of such insurance and Agent may add such cost to the Obligations. Debtor shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to any of the Collateral. Debtor hereby assigns to Agent the proceeds of all property insurance covering the Collateral up to the amount of the Obligations and directs any insurer to make payments directly to Agent. Debtor hereby appoints Agent its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as Obligations are unpaid, to file proof of loss and/or any other forms required to collect from any insurer any amount due from any damage or destruction of Collateral, to agree to and bind Debtor as to the amount of said recovery, to designate payee(s) of such recovery, to grant releases to insurer, to grant subrogation rights to any insurer, and to endorse any settlement check or draft. Debtor agrees not to exercise any of the foregoing powers granted to Agent without Agent’s prior written consent.

FINANCING STATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY. No financing statement (other than any filed or approved by Agent) covering any Collateral is on file in any public filing office. Debtor authorizes the filing of one or more financing statements covering the Collateral in form satisfactory to Agent, and without Debtor’s signature where authorized by law, agrees to deliver certificates of title on which Agent’s lien has been indicated covering any Collateral subject to a certificate of title statute, and will pay all costs and expenses of filing or applying for the same or of filing this Security Agreement in all public filing offices, where filing is deemed by Agent to be desirable. Debtor hereby constitutes and appoints Agent the true and lawful attorney of Debtor with full power of substitution to take any and all appropriate action and to execute any and all documents, instruments or applications that may be necessary or desirable to accomplish the purpose and carry out the terms of this Security Agreement, including, without limitation, to complete, execute, and deliver any Control Agreement(s) by Agent, Debtor and Third Party(ies) that may be or become required in connection herewith (individually and collectively the “Control Agreement”), and any instructions to Third Party(ies) regarding, among other things, control and disposition of any Collateral which is the subject of such Control Agreement(s). The foregoing power of attorney is coupled with an interest and shall be irrevocable until all of the Obligations have been paid in full. Neither Agent, Lender nor anyone acting on behalf of Agent or Lender shall be liable for acts, omissions, errors in judgment, or mistakes in fact in such capacity as attorney-in-fact. Debtor ratifies all acts of Agent as attorney-in-fact. Debtor agrees to take such other actions, at Debtor’s expense, as might be requested for the perfection, continuation and assignment, in whole or in part, of the security interests granted herein and to assure and preserve Agent’s intended priority position. If certificates, passbooks, or other documentation or evidence is/are issued or outstanding as to any of the Collateral, Debtor will cause the security interests of Agent to be properly protected, including perfection by notation thereon or delivery thereof to Agent.

LANDLORD/MORTGAGEE WAIVERS. Debtor shall cause each mortgagee of real property owned by Debtor and each landlord of real property leased by Debtor to execute and deliver instruments satisfactory in form and substance to Agent by which such mortgagee or landlord subordinates its rights, if any, in the Collateral.

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CONTROL. Debtor will cooperate with Agent in obtaining control with respect to Collateral consisting of electronic chattel paper. Debtor authorizes and directs Third Party to comply with the terms of this Security Agreement, to enter into a Control Agreement, to mark its records to show the security interest of and/or the transfer to Agent of the property pledged hereunder.

CHATTEL PAPER, ACCOUNTS, GENERAL INTANGIBLES. Debtor warrants that Collateral consisting of Chattel Paper, Accounts, or General Intangibles is (i) genuine and enforceable in accordance with its terms; (ii) not subject to any defense, set-off, claim or counterclaim of a material nature against Debtor except as to which Debtor has notified Agent in writing; and (iii) not subject to any other circumstances that would impair the validity, enforceability, value, or amount of such Collateral except as to which Debtor has notified Agent in writing. Debtor shall not amend, modify or supplement any lease, contract or agreement contained in Collateral or waive any provision therein, without prior written consent of Agent. Debtor will not create any tangible chattel paper without placing a legend on the chattel paper acceptable to Agent indicating that Agent has a security interest in the chattel paper. Debtor will not create any electronic chattel paper without taking all steps deemed necessary by Agent to confer control of the electronic chattel paper upon Agent in accordance with the Code.

ACCOUNT INFORMATION. From time to time, at Agent’s request, Debtor shall provide Agent with schedules describing all accounts, including customers’ addresses, created or acquired by Debtor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Debtor shall, if requested by Agent, furnish Agent with copies of Debtor’s sales journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all goods sold, and Debtor warrants the genuineness thereof.

ACCOUNT DEBTORS. If a Default should occur. Agent shall have the right to notify the Account Debtors obligated on any or all of the Collateral to make payment thereof directly to Agent and Agent may take control of all proceeds of any such Collateral, which rights Agent may exercise at any time. The cost of such collection and enforcement, including attorneys’ fees and expenses, shall be borne solely by Debtor whether the same is incurred by Agent, Lender or Debtor, if a Default should occur or upon demand of Agent. Debtor will, upon receipt of all checks, drafts, cash and other remittances in payment on Collateral, deposit the same in a special bank account maintained with Agent, over which Agent also has the power of withdrawal.

If a Default should occur, no discount, credit, or allowance shall be granted by Debtor to any Account Debtor and no return of merchandise shall be accepted by Debtor without Agent’s consent. Agent may, after Default, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms that Agent considers advisable, and in such cases Agent will credit the Obligations with the net amounts received by Agent, after deducting all of the expenses incurred by Agent or Lender. Debtor agrees to indemnify and defend Agent and hold it harmless with respect to any claim or proceeding arising out of any matter related to collection of Collateral.

GOVERNMENT CONTRACTS. If any Collateral covered hereby arises from obligations due to Debtor from any governmental unit or organization, Debtor shall immediately notify Agent in writing and execute all documents and take all actions deemed necessary by Agent to ensure recognition by such governmental unit or organization of the rights of Agent in the Collateral.

INVENTORY. So long as no Default has occurred, Debtor shall have the right in the regular course of business, to process and sell Debtor’s Inventory. If a Default should occur or upon demand of Agent, Debtor will, upon receipt of all checks, drafts, cash and other remittances, in payment of Collateral sold, deposit the same in a special bank account maintained with Agent, over which Agent also has the power of withdrawal. Debtor agrees to notify Agent immediately in the event that any inventory purchased by or delivered to Debtor is evidenced by a bill of lading, dock warrant, dock receipt, warehouse receipt or other document of title and to deliver such document to Agent upon request.

INSTRUMENTS, CHATTEL PAPER, DOCUMENTS. Any Collateral that is, or is evidenced by, instruments, Chattel Paper or negotiable documents will be properly assigned to and the originals of any such Collateral in tangible form deposited with and held by Agent, unless Agent shall hereafter otherwise direct or consent in writing. Agent may, without notice, before or after maturity of the Obligations,

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exercise any or all rights of collection, conversion, or exchange and other similar rights, privileges and options pertaining to such Collateral, but shall have no duty to do so.

COLLATERAL DUTIES. Agent shall have no custodial or ministerial duties to perform with respect to Collateral pledged except as set forth herein; and by way of explanation and not by way of limitation, Agent shall incur no liability for any of the following: (i) loss or depreciation of Collateral (unless caused by its willful misconduct or gross negligence), (ii) failure to present any paper for payment or protest, to protest or give notice of nonpayment, or any other notice with respect to any paper or Collateral. The powers conferred on Agent hereunder are solely to protect its and each Lender’s interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession, in its capacity as Agent hereunder and under the Credit Agreement, and the accounting for moneys actually received by it in such capacity, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

TRANSFER OF COLLATERAL. Agent and Lender may assign its rights in Collateral or any part thereof to any assignee who shall thereupon become vested with all the powers and rights herein given to Agent or Lender (as the case may be) with respect to the property so transferred and delivered, and Agent and/or Lender (as the case may be) shall thereafter be forever relieved and fully discharged from any liability with respect to such property so transferred, but with respect to any property not so transferred, Agent and Lender shall retain all rights and powers hereby given.

INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. Agent, or any of its agents, shall have the right, at intervals to be determined by Agent and without hindrance or delay, at Debtor’s expense, to inspect, audit, and examine the Collateral and to make copies of and extracts from the books, records, journals, orders, receipts, correspondence and other data relating to Collateral, Debtor’s business or any other transaction between the parties hereto. Debtor will at its expense furnish Agent copies thereof upon request. For the further security of Agent, it is agreed that Agent has and is hereby granted a security interest in all books and records of Debtor pertaining to the Collateral.

COMPLIANCE WITH LAW. Debtor will comply with all federal, state and local laws and regulations, applicable to it, including without limitation, environmental and labor laws and regulations, in the creation, use, operation, manufacture and storage of the Collateral and the conduct of its business.

REGULATION U. None of the proceeds of the credit secured hereby shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of any of the provisions of Regulation U of the Board of Governors of the Federal Reserve System (“Regulation U”), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purchase which might render the Loan a “Purpose Credit” within the meaning of Regulation U.

ATTORNEYS’ FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of the reasonable expenses of Agent and counsel to Agent incurred in enforcing this Security Agreement and in preserving and liquidating Collateral, including but not limited to, reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred with or without the commencement of a suit, trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

DEFAULT. If any of the following occurs, a default (“Default”) under this Security Agreement shall exist: Credit Document Default. An “Event of Default” under the Credit Agreement. Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of any Collateral not specifically permitted herein without prior written consent of Agent. Levy, Seizure or Attachment. The making of any levy, seizure, or attachment on or of Collateral which is not removed within 10 days. Third Party Breach. Any default or breach by a Third Party of any provision contained in any Control Agreement executed in connection with any of the Collateral. Unauthorized Termination. Any attempt to terminate, revoke, rescind, modify, or violate the terms of this Security Agreement or any Control Agreement without the prior written consent of Agent.

REMEDIES ON DEFAULT (INCLUDING POWER OF SALE). If a Default occurs Agent shall have all the rights and remedies of a secured party under the Code. Without limitation thereto, Agent shall have the

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following rights and remedies: (i) to take immediate possession of Collateral, without notice or resort to legal process, and for such purpose, to enter upon any premises on which Collateral or any part thereof may be situated and to remove the same therefrom, or, at its option, to render Collateral unusable or dispose of said Collateral on Debtor’s premises; (ii) to require Debtor to assemble the Collateral and make it available to Agent at a place to be designated by Agent; (iii) to exercise its right of set-off or bank lien as to any monies of Debtor deposited in accounts of any nature maintained by Debtor with Agent or Lender or affiliates of Agent or Lender, without advance notice, regardless of whether such accounts are general or special; (iv) to dispose of Collateral, as a unit or in parcels, separately or with any real property interests also securing the Obligations, in any county or place to be selected by Agent, at either private or public sale (at which public sale Agent may be the purchaser) with or without having the Collateral physically present at said sale.

Any notice of sale, disposition or other action by Agent required by law and sent to Debtor at Debtor’s address shown above, or at such other address of Debtor as may from time to time be shown on the records of Agent, at least 5 days prior to such action, shall constitute reasonable notice to Debtor. Notice shall be deemed given or sent when mailed postage prepaid to Debtor’s address as provided in the Credit Agreement. Agent shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the payments received by Agent with respect to any of the Collateral, to Obligations in such order and manner as Agent may determine. Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by Agent in a recognized market for such collateral without providing notice of sale. Debtor waives any and all requirements that the Agent sell or dispose of all or any part of the Collateral at any particular time, regardless of whether Debtor has requested such sale or disposition.

REMEDIES ARE CUMULATIVE. No failure on the part of Agent to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Agent or any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law, in equity, or in other Credit Documents.

INDEMNIFICATION. Debtor shall protect, indemnify and save harmless Agent and Lender from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Damages”) imposed upon, incurred by or asserted against Agent or Lender on account of (i) the Credit Documents or any failure or alleged failure of Debtor to comply with any of the terms or representations of this Agreement; (ii) any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, occupancy or operation thereof, (iii) any failure or alleged failure of Debtor to comply with any law, rule or regulation applicable to the Collateral or the use, occupancy or operation of the Collateral (including, without limitation, the failure to pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of any alleged action, obligation or undertaking of Agent or Lender relating in any way to or any matter contemplated by the Credit Documents, or (v) any claim for brokerage fees or such other commissions relating to the Collateral or any other Obligations; provided that such indemnity shall be effective only to the extent of any Damages that may be sustained by Agent or Lender in excess of any net proceeds received by it from any insurance of Debtor (other than self-insurance) with respect to such Damages. Nothing contained herein shall require Debtor to indemnify Agent and Lender for any Damages resulting from Agent and Lender’s gross negligence or willful misconduct of Agent or Lender. The indemnity provided for herein shall survive payment of the Obligations and shall extend to the officers, directors, employees and duly authorized agents of Agent and Lender. In the event Agent or Lender incurs any Damages arising out of or in any way relating to the transaction contemplated by the Credit Documents (including any of the matters referred to in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to the extent permitted by law, at the interest rate borne by the Obligations from the date incurred until paid and shall be payable on demand.

MISCELLANEOUS. (i) Amendments and Waivers. No waiver, amendment or modification of any provision of this Security Agreement shall be valid unless in writing and signed by Debtor and each Lender. No waiver by Lender of any Default shall operate as a waiver of any other Default or of the same Default on a future occasion. (ii) Assignment. All rights of Agent and Lender hereunder are freely assignable, in whole or in part, and shall inure to the benefit of and be enforceable by Agent or Lender,

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their successors, assigns and affiliates. Debtor shall not assign its rights and interest hereunder without the prior written consent of each Lender, and any attempt by Debtor to assign without prior written consent of each Lender is null and void. Any assignment shall not release Debtor from the Obligations. This Security Agreement shall be binding upon Debtor, and the heirs, personal representatives, successors, and assigns of Debtor. (iii) Applicable Law; Conflict Between Documents. This Security Agreement shall be governed by and construed under the law of the State of New Jersey (the “Jurisdiction”) without regard to that Jurisdiction’s conflict of laws principles, except to the extent that the Code requires the application of the law of a different jurisdiction. If any terms of this Security Agreement conflict with the terms of the Credit Agreement, the terms of this Credit Agreement shall control. (iv) Jurisdiction. Debtor irrevocably agrees to non-exclusive personal jurisdiction in the state identified as the Jurisdiction above. (v) Severability. If any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. (vi) Notices. Any notices to Debtor, Agent or Lender shall be sufficiently given, if given in the manner set forth in the Credit Agreement. (vii) Captions. The captions contained herein are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provision hereof. The use of the plural shall also mean the singular, and vice versa. (viii) Joint and Several Liability. If more than one party has signed this Security Agreement, such parties are jointly and severally obligated hereunder. (ix) Binding Contract. Debtor by execution and Agent by acceptance of this Security Agreement, agree that each party is bound by all terms and provisions of this Security Agreement. FINAL AGREEMENT. This Agreement and the other Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

DEFINITIONS. Credit Documents. The term “Credit Documents” refers to all documents, including this Agreement, the Credit Agreement, and each Credit Document referred to in the Credit Agreement, whether now or hereafter existing, executed in connection with or related to the Obligations, and may include, without limitation and whether executed by Debtor or others, commitment letters that survive closing, loan agreements, promissory notes, guaranty agreements, deposit or other similar agreements, other security agreements, letters of credit and applications for letters of credit, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time). Third Party. The term “Third Party” means any Broker, Collateral Agent, Securities Intermediary and/or bank which from time to time maintains a securities, account, and is acting in such capacity, for Debtor or maintains a deposit account for Debtor with respect to any part of the Collateral. Code. “Code” means the Uniform Commercial Code as presently and hereafter enacted in the Jurisdiction. Terms defined in the Code. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the Code and not otherwise defined in this Agreement or any other Loan Document has the meaning given to the term in the Code. SCHEDULE A. with respect to the Collateral, capitalized terms used herein without definition shall have the meaning assigned to such term on SCHEDULE A attached hereto and made a part hereof.

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IN WITNESS WHEREOF, Debtor, on the day and year first written above, has caused this Security Agreement to be executed.

HOOPER HOLMES, INC. Taxpayer Identification Number: 22-1659359
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
HOOPER INFORMATION SERVICES, INC. Taxpayer Identification Number: 22-2934927
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
HOOPER EVALUATIONS INC. (d/b/a D&D Associates, Allegiance Health, Michigan Evaluation Group and Medimax) Taxpayer Identification Number: 11-2939060
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
HOOPER DISTRIBUTION SERVICES, LLC Taxpayer Identification Number: 55-0796838
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
HERITAGE LABS INTERNATIONAL LLC Taxpayer Identification Number: 48-1208378
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
MID-AMERICA AGENCY SERVICES, INC. Taxpayer Identification Number: 47-0720501
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO
TEG ENTERPRISES, INC. Taxpayer Identification Number: 47-0786199
By:	/s/ Joseph A. Marone
Name:	Joseph A. Marone
Title:	VP & Acting CFO

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SCHEDULE “A”

COLLATERAL DEFINITIONS

As used in this Security Agreement, the following terms shall have the meanings ascribed to such terms below:

“Account” has the meaning set forth in the Code, together with any guaranties, letters of credit, Letter-of-Credit Rights, and other security therefore, including Supporting Obligations.

“Account Debtor” means a Person who is obligated under any Account, Chattel Paper, General Intangible or Instrument.

“Chattel Paper” has the meaning set forth in the Code, including Electronic Chattel Paper and Tangible Chattel Paper, together with any guaranties, letters of credit, Letter-of-Credit Rights, and other security therefore, including Supporting Obligations.

“Code” means the Uniform Commercial Code (or any successor statute), as adopted and in force in the Jurisdiction or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state. Any term used herein and in any financing statement filed in connection herewith which is defined in the Code and not otherwise defined herein or in any other Credit Document has the meaning given to the term in the Code.

“Collateral” means all property and assets of the Borrower or any of its Subsidiaries, wherever located and whether now owned by the Borrower or any of its Subsidiaries or hereafter acquired, including but not limited to: (a) all Inventory; (b) all General Intangibles; (c) all Accounts; (d) all Chattel Paper; (e) all instruments and Documents and any other instrument or intangible representing payment for goods or services; (f) all Equipment; (g) all Investment Property; (h) all Commercial Tort Claims; (i) all Letter-of-Credit Rights: (j) all Deposit Accounts and funds on deposit therein, or funds otherwise on deposit with or under the control of the Agent or any Lender or their respective agents or correspondents; and (k) all parts, replacements, substitutions, profits, products, Accessions and cash and non-cash Proceeds and Supporting Obligations of any of the foregoing (including, but not limited to, insurance proceeds) in any form and wherever located.

“Electronic Chattel Paper” has the meaning set forth in the Code.

“Equipment” has the meaning set forth in the Code.

“General Intangibles” has the meaning set forth in the Code and includes, without limitation, general intangibles of the Borrower or any of its Subsidiaries, whether now owned or hereafter created or acquired by the Borrower or any of its Subsidiaries, including all choses in action, causes of action, company or other business records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all claims under guaranties, security interests or other security held by or granted to the Borrower or any of its Subsidiaries to secure payment of any of any of Accounts of the Borrower or any of its Subsidiaries by an Account Debtor, all rights to indemnification and all other intangible property of Borrower of every kind and nature (other than Accounts) of the Borrower or any of its Subsidiaries.

“Instrument” has the meaning set forth in the Code.

“Inventory” has the meaning set forth in the Code.

“Investment Property” has the meaning set forth in the Code.

“Item” means any “item” as defined in Section 4-104 of the Code, and shall also mean and include checks, drafts, money orders or other media of payment.

“Jurisdiction” means the State of New Jersey.

“Letter-of-Credit Right” has the meaning set forth in the Code.

“Proceeds” has the meaning set forth in the Code.

“Supporting Obligation” has the meaning set forth in the Code.

Page 2

ANNEX 1

EXISTING INVESTMENTS

AS OF MARCH 31, 2006

	Amount
Wells Fargo National/Tax Free Money Market	$	81,008
A.G. Edwards Municipal Money Market		543
A.G. Edwards Bank CD’s		287,127
Evergreen Select Money Market Fund		478,662
Miscellaneous Equities		2,104
TOTAL:	$	849,444

EX-10.3

EXHIBIT 10.3

WAIVER LETTER

As of April 25, 2006

HOOPER HOLMES, INC., as Borrower

170 Mount Airy Road

Basking Ridge, New Jersey 07920

BANK OF AMERICA, N.A., as Documentation Agent and Lender

3670 Route 9 South

Freehold, New Jersey 07728

RE: CREDIT FACILITY (THE “FACILITY”) PROVIDED BY WACHOVIA BANK, NATIONAL ASSOCIATION (AS ADMINISTRATIVE AGENT) AND CERTAIN OTHER LENDERS FOR HOOPER HOLMES, INC.

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement, dated October 29, 1999, as amended by a certain Amendment Letter Agreement dated as of July 10, 2000, as further amended by a certain Amendment thereto dated as of May 15, 2001, further amended by a certain Amendment thereto dated as of October 30, 2003, and as further amended by a certain Amendment thereto dated as of even date herewith (said agreement as amended and as further amended from time to time, the “Credit Agreement”) among Hooper Holmes, Inc. (the “Borrower”), Wachovia Bank, National Association (formerly known as First Union National Bank, the “Agent”), as agent and lender, and Bank of America, N.A. (formerly known as Fleet National Bank), as documentation agent and lender. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

Section 7.03(i) of the Credit Agreement requires the Borrower to deliver its audited financial statements for the fiscal year ended December 31, 2005 on a before 100 days after said fiscal year end. As of the date hereof, the Borrower has not delivered said financial statements. Therefore, the Borrower is not in compliance with said reporting requirement.

April 25, 2006

Hooper Holmes, Inc.

Section 8.14 of the Credit Agreement provides that the Borrower will not suffer a Consolidated Net Loss in any two (2) fiscal quarters occurring in any period of twelve (12) consecutive months. The Borrower has informed the Agent that the Borrower has suffered a Consolidated Net Loss as of the quarters ended September 30, 2005 and December 31, 2005. Therefore, the Borrower is not in compliance with said covenant.

Section 8.15 of the Credit Agreement provides that the Borrower will not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.50 to 1.00 for the Test Period ended December 31, 2005. The Borrower has informed the Agent that the Borrower had a Consolidated Fixed Charge Coverage Ratio of 1.10 to 1.00 for the Test Period ended December 31, 2005. Therefore, the Borrower is not in compliance with the said covenant.

The Borrower has requested that the Lenders waiver the aforementioned issues of non-compliance (hereafter the “Specified Violations”) for the waiver period ending December 31, 2005 (the “Waiver Period”).

To induce the Lenders to grant said waiver, by their signatures below, the Borrower hereby represents and warrants as of the date hereof as follows:

(i) other than with respect to the Specified Violations, there does not exist any Default or Event of Default;

(ii) the Borrower is in compliance with all other terms and conditions of the Credit Agreement and other Credit Documents; and

(iii) other than as previously disclosed in writing to the Lenders, there has not occurred any event or circumstance that could reasonably be expected to have a material adverse effect on the Borrower since the date of the Credit Agreement.

Based on the foregoing, and subject to the conditions set forth below, the Lenders hereby waive the Borrower’s failure to comply with the Specified Violations for the Waiver Period. Said waiver shall pertain solely to the specific instance of non-compliance mentioned above and solely for the Waiver Period.

As a further inducement to the Lenders to grant the waiver set forth herein, by its signatures below, the Borrower ratifies and confirms all other terms and conditions of the Credit Agreement and other Credit Documents in all respects. The Lenders expressly reserve all of their other rights and remedies under the Credit Documents with respect to all other issues of non-compliance with the Credit Agreement.

The granting by the Lenders of the waiver set forth herein shall in no way alter the existing obligations of the Borrower under the Credit Agreement or any other Credit Document, other than as specifically contemplated herein. Under no circumstances shall said waiver be interpreted or construed as establishing a custom or course of dealings between the Borrower and the Lenders with respect to any instance of non-compliance with the terms of the Credit

2

April 25, 2006

Hooper Holmes, Inc.

Agreement that might arise in the future. Each Lender reserves its right to respond to such instances of non-compliance in any manner that it deems necessary or appropriate under those specific circumstances.

This waiver shall not be effective unless and until (i) the Agent has received this letter fully executed and validly delivered by all parties hereto, and (ii) the Agent is satisfied that all conditions precedent set forth in that certain Amendment (Third) to the Credit Agreement dated as of even date herewith have been satisfied, at which time the waiver contemplated herein shall be deemed effective with no other action required of any party to the Credit Agreement in connection therewith.

This waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto are on the same instrument. This waiver shall be construed in accordance with the substantive laws of the State of New Jersey without reference to any conflicts of law principles.

Very truly yours, WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and a Lender
By:	/s/ James P. Petronchak
	Name:	James P. Petronchak
	Title:	SVP

ACCEPTED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE OTHER LENDER: BANK OF AMERICA, N.A., as Documentation Agent and a Lender
By:	/s/ Laura H. McAulay
	Name:	Laura H. McAulay
	Title:	Senior Vice President
BORROWER: HOOPER HOLMES, INC.
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	V.P. & Acting CFO

3

April 25, 2006

Hooper Holmes, Inc.

GUARANTORS: HOOPER INFORMATION SERVICES, INC.
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO
HOOPER EVALUATIONS, INC.     (d/b/a D&D Associates, Allegiance Health,     Michigan Evaluation Group and Medimax)
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO
HERITAGE LABS INTERNATIONAL LLC
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO
HOOPER DISTRIBUTION SERVICES, LLC.
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO
MID-AMERICA AGENCY SERVICES, INC.
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO
TEG ENTERPRISES, INC.
By:	/s/ Joseph A. Marone
	Name:	Joseph A. Marone
	Title:	VP & Acting CFO

4

EX-99.1

EXHIBIT 99.1

	News Release

170 Mt. Airy Road

Basking Ridge, NJ 07920

	Hooper Holmes
	James Calver
	Chief Executive Officer
	(908) 766-5000
PRESS RELEASE
	Investors: Jonathan Birt / Evan Smith
	Media: Sean Leous
	Financial Dynamics
	212-850-5600

Hooper Holmes Provides Update on Form 10-K Filing

BASKING RIDGE, N.J., April 25, 2006 — Hooper Holmes, Inc. (AMEX: HH) announced today that its independent auditors are in the final stages of completing their review of the Company’s consolidated financial statements to be included in the Company’s annual report on Form 10-K for the year ended December 31, 2005. The Company expects to file the Form 10-K with the Securities and Exchange Commission within the next several days and will announce details of its conference call to discuss the results in due course.

The Company’s inability to file the Form 10-K in timely manner constituted non-compliance with one of its obligations under the terms of its credit agreement. Although the Company currently has no outstanding borrowings under the revolving loan facility provided by the credit agreement, the Company promptly notified its lenders of its non-compliance with this reporting obligation. The Company also advised its lenders, based on its preliminary operating results for the fourth quarter and full-year 2005, that the Company was not in compliance with two of the financial covenants in the credit agreement, specifically, the covenants: (i) not to suffer a consolidated net loss in any two fiscal quarter in any 12 month period, and (ii) not to allow its consolidated fixed charge coverage ratio to be less than 1.50 to 1.00 for the period ended December 31, 2005. The Company has since obtained from its lenders a waiver of the Company’s non-compliance with these covenants.

In conjunction with the waiver, the Company and its lenders agreed to an extension of the revolving loan facility, now scheduled to expire January 2, 2007. This provides the Company with additional time to negotiate a new credit facility. The amendment of the credit agreement

memorializing the extension also reflects a reduction in the maximum amount of indebtedness that may be incurred under the revolving loan facility — from $35 million to $15 million, and it is now secured. In addition, the amendment modifies certain of the financial covenants in the credit agreement. The amendment precludes the Company’s payment of dividends, but as previously announced, Hooper Holmes’ Board of Directors voted on February 3, 2006, to suspend payment of cash dividends for 2006. The Company agreed to pay the lenders a fee of $100,000 in connection with the amendment and waiver.

****************

Hooper Holmes, Inc. provides outsourced risk assessment services, including underwriting and claims information to the life, health, automobile and workers’ compensation insurance industries. The Company provides these health information services through over 265 locations nationwide and in the United Kingdom.

Safe Harbor Statement

Statements in this news release that are not strictly historical may be deemed to be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and are subject to the many uncertainties that exist in the Company’s operations and environment. These uncertainties, which include industry conditions, market demand and pricing, competitive and cost factors, the reorganization of the Company, changes in the regulatory environments in which the Company operates and other factors, are incorporated by reference in the Company’s annual report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. All information in this press release is as of April 25, 2006, and the Company undertakes no duty to update this information unless required by law.

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