EXHIBIT 10.4
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FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 22, 2000
Among
PRIMESOURCE SURGICAL, INC.,
the Borrower,
BIMECO, INC.
the Guarantor,
CITIZENS BANK OF MASSACHUSETTS,
the Lender
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FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
-----------------------------
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is entered
into as of August 22, 2000 by and among PRIMESOURCE SURGICAL, INC., a Delaware
corporation (the "Borrower"), as borrower, and BIMECO, INC., a Florida
corporation ("Bimeco or Guarantor"), as guarantor (the Borrower and the
Guarantor, each a "Loan Party" and the Borrower and the Guarantor collectively
the "Loan Parties"), and CITIZENS BANK OF MASSACHUSETTS, as successor in
interest to State Street Bank and Trust Company (the "Bank"), as lender.
Recitals
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The Borrower, Bimeco, Medical Companies Alliance, Inc. (`MCA"), ▇▇▇▇▇▇▇▇
Medical, Inc. ("▇▇▇▇▇▇▇▇") and the Bank are parties to an Amended and Restated
Credit Agreement dated as of June 14, 1999 (as amended, the "Credit Agreement").
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Credit Agreement. The Loan Parties desire to amend the
Credit Agreement to modify certain covenants and to make certain changes
therein. The Bank and the Borrower are willing to amend the Credit Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Guarantor and
the Bank hereby amend the Credit Agreement as follows:
Section 1. DEFINITIONS.
(a) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definitions "Credit Documents" and "Unlimited Guaranty Agreements"
in their entirety and substituting therefor the following:
"CREDIT DOCUMENTS" shall mean this Agreement, the Notes, the
Security Agreement, the Guarantor Security Agreements, the Unlimited
Guaranty Agreements, the Pledge Agreements, the Subordination Side
Letters, the Landlord's Consent and Estoppel Certificates, the
Collateral Assignment of Acquisitions Documents, Intellectual Property
Security Agreements, the Warrant Agreement, the Warrant, and all other
documents, instruments and agreements now or hereafter executed in
connection with any of them.
"UNLIMITED GUARANTY AGREEMENTS" shall mean the unlimited
guaranties of Bimeco and the Internet Subsidiary (if any) of the
obligations of the Borrower under the Credit Documents.
(b) Section 1.1 of the Credit Agreement is hereby further amended
by adding the following definitions thereof in alphabetical order:
"B-3 PRIVATE PLACEMENT" shall mean the Borrower's private
placement of 530,321 shares of Series 13-3 Convertible Preferred Stock
consummated on December 31, 1999.
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"C-2 PRIVATE PLACEMENT" shall mean the Borrower's private
placement of up to 4,000,000 shares of Series C-2 Convertible
Preferred Stock consummated on or about August 18, 2000.
"CAPITAL EXPENDITURES" shall mean expenditures which are properly
chargeable to capital account in accordance with generally accepted
accounting principles (including leases which are capitalized and
research and development expenses).
"CURRENT ASSETS" shall mean all cash, accounts receivable, and
inventory of the Borrower and its Subsidiaries, on a consolidated
basis.
"CURRENT LIABILITIES" shall mean all accounts payable, all
accruals and all amounts outstanding under the Revolving Credit of the
Borrower and its Subsidiaries, on a consolidated basis.
"EBITDA" shall mean for any period the total of (a) the
consolidated net income of the Borrower and subsidiaries, on a
consolidated basis, plus (b) amounts paid by the Borrower and its
Subsidiaries in respect of taxes, plus (c) to the extent deducted in
calculating net income, the consolidated interest, depreciation and
amortization expense oldie Borrower and its Subsidiaries.
"ELIGIBLE ACCOUNT RECEIVABLE" shall mean an account receivable
which meets all of the following requirements:
(i) such account receivable is subject to a perfected security interest in
favor of the Bank and is subject to no other lien whatsoever other than a lien
permitted under Section 5.12 hereof;
(ii) such account receivable is owned by the Borrower or a Qualified
Guarantor and represents a complete bona fide transaction which requires no
further act under any circumstances on the part of the Borrower or such
Qualified Guarantor to make such account receivable payable by the account
debtor;
(iii) such account receivable is no more than 90 days past due from invoice
date;
(iv) the amount owing on the invoice evidencing such account receivable is
a valid, legally enforceable obligation of the account debtor with respect
thereto and is not subject to any material present or contingent offset,
deduction or counterclaim, dispute or other defense on the part of such account
debtor, and no facts exist which are the basis for any future such action or
claim;
(v) such account receivable is not evidenced by chattel paper or an
instrument of any kind unless such chattel paper or instrument has been
delivered to the Bank;
(vi) the goods giving rise to such account receivable were not, at the time
of the sale thereof, subject to any lien, other than a lien permitted under
Section 5.1.2 hereof;
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(vii) the account debtor with respect to such account receivable is not
insolvent or the subject of any bankruptcy or insolvency proceedings of any kind
or of any other proceeding or action, pending, or to the knowledge of the
Borrower or such Qualified Guarantor, threatened, which might have a materially
adverse effect on such account debtor;
(viii) the account debtor with respect thereto is not an Affiliate,
employee or Subsidiary of the Borrower or such Qualified Guarantor;
(ix) if the account debtor with respect thereto is located outside of the
United States of America, the goods which gave rise to such account receivable
were shipped after receipt by the Borrower or Qualified Guarantor from the
account debtor of an irrevocable letter of credit issued or confirmed by a
financial institution reasonably acceptable to the Bank and in form and
substance reasonably acceptable to the Bank, payable in the amount of the face
value of the Account in dollars at a place of payment located within the United
States;
(x) the account debtor with respect thereto is not a governmental agency
(except where the Borrower or Qualified Guarantor and account debtor have
complied with the Federal Assignment of Claims Act to the Bank's satisfaction);
and
(xi) such account receivable is not determined by the Bank to be ineligible
for any other reason based upon such credit and collateral considerations as the
Bank may reasonably deem appropriate.
"ELIGIBLE INVENTORY" shall mean inventory which meets all of the
following requirements:
(i) such Inventory is owned by the Borrower or a Qualified Guarantor,
is subject to a perfected security interest in favor of the Bank and
is subject to no other lien whatsoever other than a lien permitted
under Section 5.12 hereof;
(ii) If such Inventory is located within a premises leased by the
Borrower or a Qualified Guarantor, the: landlord has executed a
Landlord Consent and Estoppel Certificate for such premises;
(iii) such Inventory is located within the United States at one of the
Borrower's or Qualified Guarantor's Locations or (subject to (i)
above) in the possession of the Borrower's or Qualified Guarantor's
sales representatives; and
(iv) such Inventory is not determined by the Bank to be ineligible for
any other reason as the Bank may reasonably deem appropriate.
"FORMULA AMOUNT" shall mean as to the Borrower and each
respective Qualified Guarantor, the sum of the Individual Accounts
Receivable Formula Amount plus Individual Inventory Formula Amount of
the Borrower or such Qualified Guarantor.
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"GUARANTOR SECURITY AGREEMENTS" shall mean the security
agreements between the Bank and each of Bimeco and the Internet
Subsidiary (if any) securing the obligations of the Borrower under the
Credit Documents.
"INDIVIDUAL ACCOUNTS RECEIVABLE FORMULA AMOUNT" shall mean at the
date of determination thereof, with respect to the Borrower and each
Qualified Guarantor an amount equal to 80% of the Eligible Accounts
Receivable of such Borrower or such Qualified Guarantor.
"INDIVIDUAL INVENTORY FORMULA AMOUNT" shall mean at the date of
determination thereof, with respect to the Borrower and each Qualified
Guarantor an amount equal to 45% of the Eligible Inventory of such
Borrower or Qualified Guarantor.
"INTELLECTUAL PROPERTY SECURITY AGREEMENTS" shall mean the
intellectual property security agreements between the Bank and each of
Bimeco and the Internet Subsidiary (if any) securing the obligations
of the Borrower under the Credit Documents.
"NET WORTH" shall mean the consolidated assets of Borrower and
its Subsidiaries less the consolidated liabilities of the Borrower and
its Subsidiaries.
"PLEDGE AGREEMENTS" shall mean the pledge agreements between the
Bank and each of the Borrower and Bimeco securing the obligations of
the Borrower under the Credit Documents.
"QUALIFIED GUARANTOR" shall mean a Subsidiary that has executed
all documents that the Bank may reasonably require to maintain a
first-priority security interest in all assets of the Borrower and its
Subsidiaries including, but not limited to a form of Guarantor
Security Agreement, Unlimited Guaranty, Intellectual Property Security
Agreement, Pledge Amendment and inter-company note.
"TOTAL LIABILITIES" shall mean the sum of all liabilities of the
Borrower and its Subsidiaries, on a consolidated basis, determined in
accordance with generally accepted accounting principles.
Section 2. WAIVER OF DEFAULTS. The Borrower has informed the Bank that
Events of Default have occurred under the Credit Agreements as a result of the
failure of the Company to observe the certain covenants set forth on Exhibit A
hereto (the "Designated Events of Default").
The Bank hereby waives the Designated Events of Default solely as of
the dates of such defaults. This waiver is limited as to the Designated Events
of Default and shall not (other than as set forth herein) constitute a
modification, amendment or waiver of any other provision of the Credit Agreement
or constitute a course of dealing between the parties.
Section 3. AMENDMENTS OF CREDIT AGREEMENT.
(a) Article II of the Credit Agreement is hereby amended by deleting
Section 2.03(c) and the definitions of Eligible Accounts Receivable and Eligible
Inventory therein in their entirety and substituting therefor the following:
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"(c) BORROWING BASE. Subject to the limitations set forth below, the
"Borrowing Base" shall consist of (i) the Borrower's and each Qualified
Guarantor's Individual Accounts Receivable Formula Amount and (ii) the
Borrower's and each Qualified Guarantor's Individual Inventory Formula Amount."
Notwithstanding the foregoing, no advances under the Revolving Credit shall be
made with respect to any inventory of the borrower or Qualified Guarantor held
by sales representatives who have nor executed in form land substance
satisfactory to the Bank a "Memo on Stock" or similar instrument. Inventory
immediately loses the status of Eligible Inventory if and when the Borrower or
such Qualified Guarantor sells it, otherwise passes title thereto or consumes it
or the Bank releases its security interest therein."
(b) Article II of the Credit Agreement is hereby further amended by
deleting Section 2.10 in its entirety and substituting therefor the following:
"The Borrower shall pay the Bank on demand all reasonable
out-of-pocket fees and expenses up to a maximum amount of $35,000 per
year incurred by the Bank in connection with examinations of the books
and records of the Borrower, appraisals of the assets of the Borrower
and visits to the Borrower by officers, employees and agents of the
Bank. The Borrower shall cooperate with the Bank's officers, employees
and agents in connection with each audit or appraisal performed and
comply with all reasonable requests in connection therewith."
(c) Article II of the Credit Agreement is hereby further amended by
deleting Section 2.13 in its entirety and substituting therefor the following;
"The proceeds of the Term Credit shall be used by the Borrower to
finance the Acquisitions. The proceeds of the Revolving Credit shall
be used by the Borrower: (a) to finance the Acquisitions, (b) to
refinance existing indebtedness to the Bank, (c) to pay costs and
expenses incurred in connection with the Acquisitions and the
establishment of the Credit, (d) to provide intercompany loans to each
Qualified Guarantor not to exceed the Formula Amount of each such
Qualified Guarantor; and (e) the balance, if any, solely for general
working capital purposes, Permitted Acquisitions, repayment of
indebtedness of entities acquired in Permitted Acquisitions, and
Permitted Stock Payments."
(d) Article V of the credit Agreement is hereby amended by adding the
following subparagraphs (h) and (i) at the end of Section 5.06:
"(h) at the end of each fiscal quarter of the Borrower, a
quarterly management narrative report explaining all significant
variances from forecasts and all significant current developments in
staffing, marketing, sales and operations.
"(i) no later than thirty (30) days prior to the start of each
fiscal year, consolidated capital and operating expense budgets, cash
flow projections and income and loss projections for the Company and
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its Subsidiaries in respect of such fiscal year, all itemized in
reasonable detail and prepared on a monthly basis, and promptly after
preparation, any revisions to any of the foregoing."
(e) Article V of the Credit Agreement is hereby amended further
amended by deleting the "and" at the end of subparagraph (b) of Section 5.14,
deleting the period at the end of subparagraph (c) of such section and replacing
it with; "and" and adding the following subparagraph (d) at the end of such
section:
"(d) inter-company loans to Qualified Guarantors not to exceed in
the aggregate at any time the amount of such Qualified Guarantor's
Formula Amount."
(f) Article V of the Credit Agreement is hereby further amended by
deleting Sections 5.24, 5.25, 5.26, 5.27 and 5.28 in their entirety and
substituting therefor the following:
"Section 5.24. Ratio of Total Liabilities to Net Worth.
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The ratio of (a) the Borrower's Total Liabilities to (b) Net
Worth, for the three month period ending on the last day of each quarter
indicated below, shall not exceed the ratio set forth opposite such period:
Three Month Period
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Ending the Following Quarter Ends Ratio
--------------------------------- -----
June 30, 2000, September 30, 2000, 1.4:1
December 31, 2000, March 31, 2001 and
June 30, 2001
September 30, 2001, December 31, 2001, 1.35:1
March 31, 2002 and June 30, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Thereafter 1.25:1
"Section 5.25 Minimum EBITDA.
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(a) The EBITDA of the Borrower and its Subsidiaries on a
consolidated basis for the three month period ending on the last day of each
quarter indicated below, shall equal or exceed the amount set forth opposite
such period:
Three Month Period
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Ending on the Following Quarter Ends Minimum EBITDA
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September 30, 2000 $300,000
December 31, 2000 $600,000
March 3l, 2001 $700,000
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June 30, 2001
September 30, 2001 and thereafter $750,000
"Section 5.26. Maximum Capital Expenditures.
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Capital Expenditures made or incurred by the Borrower and its
Subsidiaries on a consolidated basis, shall not exceed $700,000 for each of the
Borrower's fiscal years ending June 30, 2000 and June 30, 200j, respectively.
Thereafter, Capital Expenditures shall not exceed $725,000 for any fiscal tear
of the Borrower beginning with the fiscal year ending June 30, 2002.
"Section 5.27. Minimum Liquidity Ratio.
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The ratio of the Borrower's Current Assets to Current Liabilities
shall at all times equal or exceed 1.0 to 1.0.
"Section 5.28. Minimum Fixed Charge Coverage.
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The ratio of the (a) EBITDA of the Borrower and its Subsidiaries
for the immediately preceding three month period to (b) the sum of (i) fees and
principal amortization on the Credit, plus (ii) consolidated interest expense,
plus (iii) capital lease payments, plus (iv) Capital Expenditures, plus (v) cash
income taxes of the Borrower and its Subsidiaries for the immediately preceding
three month period, shall, as of the last day of each fiscal quarter, equal or
exceed the ratio indicated:
Quarter Ended Ratio
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September 30, 2000 .40 to 1.0
December 31, 2000 .75 to 1.0
March 31, 2001 1.0 to 1.0
June 30, 2001 1.0 to 1.0
through March 31, 2002
June 30, 2002 and Thereafter 1.05 to 1.00"
(g) Article 5 of the Credit Agreement is hereby amended by
deleting 5.31 in its entirety and substituting the following therefor:
"Section 5.31. SUBSIDIARIES. The Borrower shall have no
subsidiaries other than Bimeco and the Internet Subsidiary."
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(h) Article 5 of the credit Agreement is hereby amended by adding
the following Section 5.34 and 5.35 at the end thereof:
"Section 5.34. THE INTERNET DIVISION. The Borrower agrees that
until the formation of the Internet Subsidiary (as defined below) (i) the
Borrower shall maintain separate financial records for the division of assets
comprised primarily of its internet business (the "Internet Division"); (ii) the
Borrower shall provide to the Bank within thirty (30) days after the end of each
month unaudited financial statements of the Internet Division prepared in
reasonable detail and in accordance with generally accepted accounting
principles consistently applied, certified by the President or Chief Financial
Officer of the Borrower, which statement shall contain balance sheets as of the
end of such accounting period, statements of profit and loss and cash flow for
the period from the beginning of such fiscal year to the end of such accounting
period; and (iii) proceeds of the Credit to the Internet Division shall not
exceed $500,000 in the aggregate from the date hereof until the Termination
Date.
"Section 5.35. THE INTERNET SUBSIDIARY. The Borrower may form an
internet subsidiary (the "Internet Subsidiary") provided that (i) the Borrower
provides to the Bank at least thirty (30) days prior written notice of the
formation of the Internet Subsidiary; (ii) proceeds of the Credit to the
Internet subsidiary shall not exceed $500,000 in the aggregate from the date
hereof until the Termination Date; (iii) the Borrower maintains separate
financial records for the Internet Subsidiary; (iv) the Borrower provides to the
Bank within thirty (30) days after the end of each month unaudited financial
statements of the Internet Subsidiary prepared in reasonable detail and in
accordance with generally accepted accounting principles consistently applied
certified by the President or Chief Financial Officer Of the Borrower, which
statement shall contain balance sheets as of the end of such accounting period,
statements of profit and loss and cash flow for the period from the beginning of
such fiscal year to the end of such accounting period; and (v) contemporaneously
with the formation of the Internet Subsidiary, the Internet Subsidiary and/or
the Borrower shall execute or have executed all documents that the Bank may
reasonably require to maintain a first-priority security interest in all assets
of the Borrower and its Subsidiaries including, but not limited to a Guarantor
Security Agreement, an Unlimited Guaranty, an Intellectual Property Security
Agreement, a Pledge Amendment and a legal opinion of counsel to the Borrower and
its Subsidiaries, all in form and substance satisfactory to the Bank.
Notwithstanding the foregoing, the Borrower may capitalize the Internet
Subsidiary with proceeds from the B-3 Private Placement."
(i) Article VI of the Credit Agreement is hereby amended by
adding the following subparagraph (m):
"(m) any violation of Section 5.14 of the Convertible Preferred
Stock Purchase Agreement among the Borrower and the Purchasers named therein
dated as of August 17, 2000."
Section 4. CONSENTS BY THE BANK. The Bank hereby consents to the
following transactions:
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(a) The transactions described in the Asset Purchase Agreement among
the Borrower Eclipse Medical, Inc., ▇▇▇ ▇'▇▇▇▇▇ and ▇▇▇▇ ▇'▇▇▇▇▇ dated as of
April 1, 2000;
(b) The Borrower's repurchase of shares of its common stock from
▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Settlement Agreement and Mutual
Release dated January 30, 2000 if an aggregate amount not to exceed $370,000;
(c) The transactions described in the Stock Purchase Agreement between
the Borrower and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated as of July 19, 2000 (the "MCA Stock
Purchase Agreement");
(d) The B-3 Private Placement;
(e) The C-2 Private Placement; and
(f) The dissolution of ▇▇▇▇▇▇▇▇.
The Bank hereby waives any Events of Default existing on the date hereof
and previously disclosed in writing to the Bank solely in connection with the
specific transactions described in Sections 4(a)-4(f) hereof.
Section 5. EFFECTIVENESS; CONDITIONS TO EFFECTIVENESS. This First
Amendment to Credit Agreement shall become effective as of August 22, 2000 upon
satisfaction of the following conditions:
(a) FIRST AMENDMENT. The Loan Parties shall have delivered to the Bank
an executed First Amendment to the Credit Agreement.
(b) INTER-COMPANY NOTE. Bimeco shall have executed an inter-company
note in favor of the Borrower which shall have been collaterally assigned and
delivered to the Bank.
(c) CONSUMMATION OF MCA STOCK PURCHASE AGREEMENT. The Loan Parties
shall have delivered to the Bank a confirmation of consummation of the MCA Stock
Purchase Agreement executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
(d) OFFICERS' CERTIFICATE. The Loan Parties shall have delivered to
the Bank an Officers' Certificate in the form and substance satisfactory to the
Bank.
(e) OPINION OF COUNSEL. The Loan Parties shall have delivered to the
Bank an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP counsel to the Loan
Parties, issued in connection with the C-2 Private Placement in form and
substance satisfactory to the Bank.
(f) BORROWING BASE CERTIFICATE. The Loan Parties shall have delivered
to the Bank an executed Borrowing Base Certificate in the form attached hereto
as EXHIBIT 5.06(d) (the "Borrowing Base Certificate").
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(g) RESOLUTIONS. Copies of the resolutions of the Boards of Directors
of the Loan Parties authorizing the execution, delivery and performance of this
Amendment certified by an officer of each Loan Party (which certificate shall
state that such resolutions are in full force and effect).
(h) INCUMBENCY. Certificates of an officer of the Loan Parties,
certifying the name and signatures of the officers of the Loan Parties to sign
this Amendment and the other Credit Documents to be delivered on the date hereof
to which the Loan Parties are a party.
(i) EXISTENCE; QUALIFICATION AND GOOD STANDING CERTIFICATES.
Certificates of good standing and legal existence for the Loan Parties of recent
date issued by the governmental authority of each such Loan Party's state of
incorporation.
(j) ADDITIONAL DOCUMENTATION. Delivery to the Bank of such other
documents as the Bank or its special counsel shall reasonably require.
Section 6. MISCELLANEOUS.
(a) The Loan Parties hereby confirm to the Bank that the
representations and warranties of the Borrower set forth in Article III of the
Credit Agreement (as amended and supplemented hereby) are true and correct as of
the date hereof, as if set forth herein in full; provided, however, that the
Borrower does not confirm that such representations and warranties are true and
correct on the date hereof as to MCA and ▇▇▇▇▇▇▇▇.
(b) The Loan Parties have reviewed the provisions of this First
Amendment and all documents executed in connection therewith or pursuant thereto
or incident or collateral hereto or thereto from time to time and there is no
Event of Default thereunder, and no condition which, with the passage of time or
giving of notice or both, would constitute an Event of Default thereunder.
(c) The Loan Parties agree that each of the Credit Documents shall
remain in full force and effect after giving effect to this First Amendment. The
granting of the liens and security interests under the Security Agreement and
Guarantor Security Agreements secure all the obligations of the Loan Parties
under the Credit Documents, amended by this First Amendment.
(d) This First Amendment represents the entire agreement among the
parties hereto relating to this First Amendment, and supersedes all prior
understandings and agreements among the parties relating to the subject matter
of this First Amendment. The Loan Parties waive and release any claims they may
have against, and forever discharge, the Bank and its officers, directors,
agents, attorneys, employees, successors and assigns from any claims and causes
of action arising out of the transactions referred to or contemplated in any way
by the Credit Documents and this First Amendment.
(e) The Loan Parties represent and warrant that the execution,
delivery or performance by the Loan Parties of any of the obligations contained
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in this First Amendment or in any Credit Document do not require the consent,
approval or authorization of any person or governmental authority or any action
by or on account of with respect to any person or governmental authority.
(f) The Loan Parties agree, jointly and severally, to pay all the
Bank's reasonable expenses in preparing, executing and delivering this First
Amendment to Credit Agreement, and all related instruments and documents,
including, without limitation, payment upon the closing of the First Amendment
of all reasonable fees and out-of-pocket expenses of the Bank's special counsel,
▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP in the amount of $15,000.
(g) This First Amendment to Credit Agreement shall be a Credit
Document and shall be governed by and construed and enforced under the laws of
The Commonwealth of Massachusetts without regard to principles relating to
choice of law.
(h) The Loan Parties agree that by executing this First Amendment (i)
MCA and ▇▇▇▇▇▇▇▇ shall no longer be Guarantors under the Credit Agreement and
(ii) the following agreements shall deemed to have terminated as of the date
hereof: (A) Unlimited Guaranty Agreement between the Bank and MCA dated as of
June 14, 1999; (B) Security Agreement between the Bank and MCA dated as of June
14, 1999; (C) Intellectual Property Security Agreement between the Bank and MCA
dated as of June 14, 1999; (D) Unlimited Guaranty Agreement between the Bank and
▇▇▇▇▇▇▇▇ dated as of June 14, 1999; (E) Security Agreement between the Bank and
▇▇▇▇▇▇▇▇ dated as of June 14, 1999; and (F) Intellectual Property Security
Agreement between the Bank and ▇▇▇▇▇▇▇▇ dated as of June 14, 1999.
(i) The Loan Parties agree that the Borrowing Base Certificate
attached hereto as EXHIBIT 5.06 shall supersede and replace the Borrowing Base
Certificate referred to in the Credit Agreement.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Borrowers, the Guarantor and the Bank have caused
this First Amendment to the Credit Agreement to be executed under seal by their
duly authorized officers as of the date first set forth above.
PRIMESOURCE SURGICAL., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
BIMECO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
CITIZENS BANK OF MASSACHUSETTS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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Exhibit A
to First Amendment to
Amended and Restated
Credit Agreement
Designated Events of Default
----------------------------
Section V.25 - Minimum EBITDA: required level was $850,000 for three month
period ending 6/30/00; Borrower failed to meet the minimum
Section V.28 - Minimum Fixed Charge Coverage: required level was 1.05 to 1.0 for
the three month period ending 6/30/00; Borrower failed to meet the minimum
