WAIVER AGREEMENT
This Waiver Agreement, dated as of June 30, 2003 (this "Agreement"),
is made by and among PrimeSource Healthcare, Inc., a Massachusetts corporation
(the "Company"), and the purchasers (collectively, the "Purchasers") named in
Schedule I to the Purchase Agreement, dated as of August 6, 2002 (the "Purchase
Agreement"), by and among the Company and the Purchasers. Capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement.
WHEREAS, the Company and the Purchasers have entered into the Purchase
Agreement.
WHEREAS, the Purchase Agreement provides for Additional Closings upon
the satisfaction by the Company of certain conditions precedent.
WHEREAS, the Company agrees to issue and sell to the Purchasers listed
on Schedule I attached hereto, and each such Purchaser agrees to purchase from
the Company, the number of shares of Series G Preferred Stock set forth opposite
the name of such Purchaser under the heading "Amount of Series G Shares to be
Purchased" on Schedule I, at the purchase price set forth opposite the name of
such Purchaser under the heading "Purchase Price for Series G Shares" on
Schedule I.
WHEREAS, the Company anticipates the sale (the "Sale") of all of the
issued and outstanding capital stock of Ruby Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company, for gross proceeds of
$1,000,000, subject to a maximum adjustment of $25,000.
WHEREAS, the Company and the Purchasers desire to waive certain
conditions precedent and covenants as provided herein and proceed with this
Additional Closing.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. A condition precedent to the obligation of the Purchasers to
effectuate this Additional Closing is the closing of the Sale. The funds wired
by the Purchasers hereunder (collectively, the "Series G Funds") shall be held
for the benefit of such Purchasers pending receipt of the wire of funds from the
Sale (the "Ruby Funds"). Upon receipt of the Ruby Funds, the Company shall apply
the Series G Funds and that portion of the Ruby Funds necessary to pay in full
the Citizens Credit Facility term loan.
2. The condition precedent to the obligations of the Purchasers to
effectuate this Additional Closing set forth in Section 4.02(l) of the Purchase
Agreement and the covenants set forth in Sections 5.17 and 5.18 of the Purchase
Agreement are hereby waived by each of the Purchasers for the purposes of only
this Additional Closing.
3. The provisions of the Purchase Agreement shall remain in full
force and effect in all other respects.
4. This Agreement may be executed in counterparts, and each such
executed counterpart shall be, and shall be deemed to be, an original
instrument.
5. This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflict of laws rules thereof.
[signature page follows]
IN WITNESS WHEREOF, the Company and each of the Purchasers have
executed this Agreement as of the day and year first above written.
COMPANY: PRIMESOURCE HEALTHCARE, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
Attest:
/s/ Xxxxx XxXxxxx
---------------------------------------
Name: Xxxxx XxXxxxx
Title: Chief Financial Officer,
Chief Operating Officer and Clerk
PURCHASERS: GE CAPITAL EQUITY INVESTMENTS, INC.
By:
--------------------------------------------
Name:
Title:
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
XXXXXXX XXXXXXX XXXXXXX XXXXX IV L.P.
By: Its General Partner,
CSHB VENTURES IV L.P.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Its General Partner
Address: 000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000-0000
WEBBMONT HOLDINGS, L.P.
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
INVESTORS EQUITY, INC.
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
SCHEDULE I
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ADDITIONAL CLOSING
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Amount of Series G Purchase Price for
------------------ ------------------
Purchaser Shares to Be Purchased Series G Shares
--------- ----------------------- ---------------
======================================================= =============================== ==============================
GE Capital Equity Investments, Inc. 0 0
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Xxxxxxx Xxxxxxx Xxxxxxx Booth IV L.P. 14,687.50 470,000.00
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Webbmont Holdings, L.P. 1,718.75 55,000.00
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Investors Equity, Inc. 625.00 20,000.00
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Xxxxxxx X. Xxxxxxx 781.25 25,000.00
======================================================= =============================== ==============================
TOTAL 17,812.50 $570,000.00
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