EXHIBIT 10.2
January 17, 2002
Xx. Xxxxxxxx Xxxxxx
PrimeSource Surgical, Inc.
Bimeco, Inc.
Ruby Merger Sub, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xx. Xxxxxxxx Xxxxxx
PrimeSource Healthcare, Inc.
f/n/a Luxtec Corporation
00 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000
Re: LETTER AGREEMENT DATED AS OF DECEMBER 11, 2001, BY AND AMONG
PRIMESOURCE SURGICAL, INC., AS BORROWER, BIMECO, INC., RUBY MERGER
SUB, INC. AND PRIMESOURCE HEALTHCARE, INC., AS GUARANTORS, AND
CITIZENS BANK OF MASSACHUSETTS, AS SUCCESSOR IN INTEREST TO STATE
STREET BANK AND TRUST COMPANY, AS LENDER
Dear Xxxx:
Reference is made to that certain Letter Agreement dated as of December 11,
2001 (the "Letter Agreement"), by and among PrimeSource Surgical, Inc. (the
"Company"), as borrower, Bimeco, Inc. ("Bimeco"), Ruby Merger Sub, Inc. ("Ruby")
and PrimeSource Healthcare, Inc. ("PHI" and together with Bimeco and Ruby, the
"Guarantors"), as guarantors, and Citizens Bank of Massachusetts (the "Bank"),
as successor in interest to State Street Bank and Trust Company, as lender.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in that certain Amended and Restated Credit Agreement dated as
of June 14, 1999, as amended (the "Credit Agreement") by and among the Bank, the
Company and the Guarantors.
The Bank, the Company and the Guarantors hereby agree that (a) the Deferral
Period (as defined in the Letter Agreement) is hereby extended until February 1,
2002.
In order to induce the Bank to enter into this Extension Letter, the
Company and the Guarantors hereby represent and warrant that (a) no Default or
Event of Default under the Credit Agreement exists on the date hereof after
giving effect to this Extension Letter (other than the Designated Events of
Defaults (as defined in the Letter Agreement) and (b) all of the representations
and warranties contained in the Credit Agreement are true and correct in all
material respects as of the date hereof after giving effect to this Extension
Letter, with the same effect as if those representations and warranties had been
made on and as of the date hereof (it being understood that any representation
or warranty made as of a specified date shall be required to be true and correct
in all material respects only as of such specified date).
To the extent not otherwise set forth herein, the Company and the
Guarantors hereby remise, release, acquit, satisfy and forever discharge the
Bank, its agents, employees, officers, directors, predecessors, attorneys and
all others acting on behalf of or at the direction of the Bank, of and from any
and all manner of actions, causes of action, suit, debts, accounts, covenants,
contracts, controversies, agreements, variances, damages, judgments, claims and
demands whatsoever, in law or in equity, which any of such parties ever had, now
have or can, shall or may at any time have against the Bank, its agents,
employees, officers, directors, attorneys and all persons acting or purporting
to act on behalf of or at the direction of the Bank ("Releasees"), for, upon or
by reason of any matter, cause or thing whatsoever through the date hereof.
Without limiting the generality of the foregoing, the Company and the Guarantors
waive and affirmatively agree not to allege or otherwise pursue any defenses,
affirmative defenses, counterclaims, claims, causes of action, setoffs or other
rights they do, shall or may have as of the date hereof, including, but not
limited to, the rights to contest: (a) the right of the Bank, upon the
expiration or termination of the forbearance, to exercise the rights and
remedies described in Paragraph K of the Letter Agreement and other rights and
remedies described in the Letter Agreement; (b) any provision of this Letter
Agreement or the Loan Documents; (c) the liens, pledges, assignments, security
interests and other collateral or security granted by the Loan Documents or in
this Letter Agreement; or (d) any conduct of the Bank or Releasees.
This Extension Letter is limited as specified and shall not constitute a
modification, amendment or waiver of any provisions of the Credit Agreement
(other than as expressly provided for herein) or constitute a course of dealing
between the parties.
This Extension Letter may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which counterpart when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument.
This Extension Letter shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
From and after the date hereof, all references to the Letter Agreement
shall be deemed to be references to the Letter Agreement as modified hereby.
[Signature page to follow]
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning the duplicate copy of this Extension Letter enclosed
herewith.
Very truly yours,
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
Accepted and agreed to as of
the date first written above:
PRIMESOURCE SURGICAL, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Restructuring Officer
BIMECO, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Restructuring Officer
RUBY MERGER SUB, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Restructuring Officer
PRIMESOURCE HEALTHCARE, INC.
f/n/a/ LUXTEC CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Restructuring Officer
