Extension Letter Agreement to Credit Agreement among PrimeSource Surgical, Bimeco, Ruby Merger Sub, PrimeSource Healthcare, and Citizens Bank

Summary

This agreement, dated April 23, 2002, is between PrimeSource Surgical, Inc., Bimeco, Inc., Ruby Merger Sub, Inc., PrimeSource Healthcare, Inc., and Citizens Bank of Massachusetts. It extends the deferral period for a loan payment until July 31, 2002, and requires the borrowers to provide a commitment letter from a new investor or lender by June 30, 2002. The borrowers must also pay a $25,000 amendment fee. The agreement confirms that all previous representations remain true and releases the bank from certain claims up to the date of this letter.

EX-10.4 6 extenfour.txt LETTER AGREEMENT EXHIBIT 10.4 April 23, 2002 Mr. Bradford Walker PrimeSource Surgical, Inc. Bimeco, Inc. Ruby Merger Sub, Inc. 3700 E. Columbia Street Tucson, AZ 85714 Mr. Bradford Walker PrimeSource Healthcare, Inc. f/n/a Luxtec Corporation 99 Hartwell Street West Boylston, MA 01583 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 Brad: 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. By this letter agreement, the Bank, the Company and the Guarantors have agreed as follows: 1. The Deferral Period (as defined in the Letter Agreement) is extended until July 31, 2002. 2. On or before June 30, 2002, the Company and the Guarantors will provide to the Bank a fully executed commitment letter or similar document from a potential investor or lender which provides for the payment of all of the Term Credit in full in cash on or before July 31, 2002, which commitment letter shall be in form and substance satisfactory to the Bank. 3. The Company shall pay to the Bank an amendment fee of $25,000, which fee shall be fully earned as of the date hereof and shall be due and payable on the earlier of (a) July 31, 2002, (b) the occurrence of a default under this Extension Letter, (c) the acceleration of the Obligations by the Bank or (d) the payment of the Obligations in full in cash by the Company. 4. The Bank hereby agrees to defer the scheduled payment of the Term Credit that was due on April 1, 2002 (the "April Payment") until the earlier of (a) July 31, 2002, (b) the occurrence of a default under this Extension Letter or (c) the acceleration of the Obligations by the Bank. All other payments of the Term Credit (other than the April Payment) shall be paid by the Company to the Bank upon such dates, terms and conditions currently required by the Credit Agreement. In order to induce the Bank to enter into this Extension Letter, the Company and the Guarantors hereby represent and warrant that 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 or the Letter Agreement (other than as expressly provided for herein) or constitute a course of dealing between the parties. The failure by the Borrower or any Guarantor to comply with any covenant herein or if any representation or warranty hereunder shall prove to have been false in any material respect when made, shall be an Event of Default under the Credit Agreement and the Letter Agreement. 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/ Christopher Daniel ------------------------- Name: Christopher Daniel Title: Vice President Accepted and agreed to as of the date first written above: PRIMESOURCE SURGICAL, INC. By: /s/ Bradford C. Walker -------------------------------------- Name: Bradford C. Walker Title: President BIMECO, INC. By: /s/ Bradford C. Walker -------------------------------------- Title: President RUBY MERGER SUB, INC. By: /s/ Bradford C. Walker -------------------------------------- Name: Bradford C. Walker Title: President PRIMESOURCE HEALTHCARE, INC. f/n/a/ LUXTEC CORPORATION By:/s/ Bradford C. Walker ------------------------------- Name: Bradford C. Walker Title: President