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Exhibit 10.2
August 12, 1999
IBJ Whitehall Business Credit Corporation, as Agent
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Revolving Credit and Security Agreement dated as
of December 10, 1996 (as amended, supplemented or modified from time to time the
"Loan Agreement") by and among XXXXXX-FIELD HEALTH PRODUCTS, INC., a corporation
organized under the laws of the State of Delaware, XXXXXX-FIELD, INC., a
corporation organized under the laws of the State of New York, XXXXXX-FIELD
TEMCO, INC., a corporation organized under the laws of the State of New Jersey,
XXXXXX-FIELD DISTRIBUTION, INC., a corporation organized under the laws of the
State of Missouri, XXXXXX-FIELD BANDAGE, INC., a corporation organized under the
laws of the State of Rhode Island, XXXXXX-FIELD EXPRESS (PUERTO RICO), INC., a
corporation organized under the laws of the State of Delaware, EVEREST &
XXXXXXXX, INC., a corporation organized under the laws of the State of
California, LABAC SYSTEMS, INC., a corporation organized under the State of
Colorado, ("LaBac"), MEDICAL SUPPLIES OF AMERICA, INC., a corporation organized
under the laws of the State of Florida ("Medapex"), HEALTH CARE WHOLESALERS,
INC., a corporation organized under the laws of the State of Georgia ("Health
Care"), H C WHOLESALERS, INC., a corporation organized under the laws of the
State of Georgia ("HCW"), CRITICAL CARE ASSOCIATES, INC., a corporation
organized under the laws of the State of Georgia ("Critical"), LUMEX/BASIC
AMERICAN HOLDINGS, INC., a corporation organized under the laws of the State of
Delaware ("Xxxxx"), BASIC AMERICAN MEDICAL PRODUCTS, INC., a corporation
organized under the laws of the State of Georgia ("Basic American"), LUMEX
MEDICAL PRODUCTS, INC., a corporation organized under the laws of the State of
Delaware ("Lumex Medical"), PRISM ENTERPRISES, INC., a corporation organized
under the laws of the State of Delaware ("Prism"), BASIC AMERICAN SALES AND
DISTRIBUTION CO., INC., a corporation organized under the laws of the State of
Delaware ("Basic Distribution"), PrisTech, INC., a corporation organized under
the laws of the State of Delaware ("PrisTech"), LUMEX SALES AND DISTRIBUTION
CO., INC., a corporation organized under the laws of the State of Delaware
("Lumex Distribution") and MUL ACQUISITION CORP. II, a corporation organized
under the laws of the State of Delaware ("Mul Acquisition") (each a "Borrower"
and collectively "Borrowers"), the financial institutions which are now or which
hereafter become a party to (collectively, the "Lenders" and individually a
"Lender") the Loan Agreement and IBJ WHITEHALL BUSINESS CREDIT CORPORATION, a
New York banking corporation ("IBJW"), as agent for Lenders (IBJW, in such
capacity, the "Agent"). Capitalized terms not otherwise defined herein shall
have the meanings as provided in the Loan Agreement.
As we have advised you, we are negotiating a settlement of the class action law
suits. Our accountants are requiring we accrue $10,000,000 of a proposed
settlement amount (the "Class Action Amount") as of June, 1999 which will
result in a violation of the Net Cash Flow covenant under Section 6.6(d) of the
Loan Agreement.
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By your signature below, kindly indicate that you, as Agent for the
Lenders, agree that for purposes of calculating Net Cash Flow under Section 6.6
of the Loan Agreement, the Class Action Amount shall be excluded. We understand
you require the consent of Required Lenders prior to executing or returning a
copy of this letter agreement.
We hereby confirm to you that if the Class Action Amount is not payable
solely from the net proceeds of the sale of the Borrowers after repaying the
Obligations in full, then any proposed settlement arrangement is subject to the
consent of Lenders.
Very truly yours,
XXXXXX-FIELD HEALTH PRODUCTS, INC.
XXXXXX-FIELD, INC.,
XXXXXX-FIELD TEMCO, INC.,
XXXXXX-FIELD DISTRIBUTION, INC.,
XXXXXX-FIELD BANDAGE, INC.,
XXXXXX-FIELD EXPRESS (PUERTO RICO) INC.,
EVEREST & XXXXXXXX, INC.
LABAC SYSTEMS, INC.
MEDICAL SUPPLIES OF AMERICA, INC.
HEALTH CARE WHOLESALERS, INC.
H C WHOLESALERS, INC.
CRITICAL CARE ASSOCIATES, INC.
LUMEX/BASIC AMERICAN HOLDINGS, INC.
BASIC AMERICAN MEDICAL PRODUCTS, INC.
LUMEX MEDICAL PRODUCTS, INC.
PRISM ENTERPRISES, INC.
BASIC AMERICAN SALES AND DISTRIBUTION CO., INC.
PRISTECH, INC.
LUMEX SALES AND DISTRIBUTION CO., INC.
MUL ACQUISITIONS CORP. II
By: /s/ Xxxxxxx X. Xxxxxxx
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Vice President of each
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of the foregoing corporations
AGREED TO THIS
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DAY OF AUGUST, 1999
IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as Agent
By: /s/ Xxxxx Xxxxxx
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Title:
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