EXHIBIT 10.11 BUTTERFIELD INDUSTRIAL STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE BASIC TERMS SHEET This Basic Terms Sheet to that certain Butterfield Industrial Standard Commercial-Industrial Triple Net Lease between the parties listed below is...Luxtec Corp /Ma/ • October 15th, 2001 • Electromedical & electrotherapeutic apparatus • Arizona
AGREEMENTAgreement • December 7th, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Arizona
EXHIBIT 99.2 PURCHASE AGREEMENTPurchase Agreement • August 8th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of June 30, 2003, by and among PrimeSource Surgical, Inc., a Delaware corporation (the "SELLER"), Peter Miller ("MR. MILLER"), Peter Eule ("MR. EULE") and New...Stock Purchase Agreement • July 2nd, 2003 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 21st, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus
RECITALSIndemnification Agreement • November 16th, 2005 • LXU Healthcare, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
EXHIBIT 4.2 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is amended and restated as of August 6, 2002, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the...Registration Rights Agreement • August 8th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 99.4 SECOND AMENDMENT AND WAIVER TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT AND WAIVER, dated as of August 6, 2002 (this "SECOND AMENDMENT"), to the Amended and Restated Loan and Security Agreement, dated as...Loan and Security Agreement • August 8th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.2 January 17, 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...Letter Agreement • May 15th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus
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
ANDCredit and Security Agreement • December 17th, 2003 • Primesource Healthcare Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
EXHIBIT 10.4 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 22, 2000Credit Agreement • September 30th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Massachusetts
Employment Agreement -------------------- This EMPLOYMENT AGREEMENT ("Agreement") is entered into between PrimeSource Surgical, Inc., a Delaware corporation, and James L. Hersma, whose principal residence is at 4100 West 86th St., Tulsa, OK 74132...Employment Agreement • May 21st, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Arizona
RECITALSForbearance Agreement • May 15th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 21st, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Arizona
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT -------------------------------------------------------- THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made as of this 2nd day of March, 2001 among PRIMESOURCE SURGICAL, INC.,...Credit Agreement • May 21st, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Massachusetts
EXHIBIT 10.9Loan and Security Agreement • September 30th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.3 AMENDED AND RESTATED CREDIT AGREEMENT ------------------------------------- Agreement made as of this 14th day of June, 1999, by and among PRIMESOURCE SURGICAL, INC., formerly known as Tucson Medical Corporation, a Delaware corporation...Credit Agreement • September 30th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Massachusetts
WAIVER AGREEMENTWaiver Agreement • July 2nd, 2003 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 11th, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.5 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT --------------------------------------------------------- THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT made as of this 15th day of December, 2000 among...Credit Agreement • September 30th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Massachusetts
EXHIBIT 4.1 CO-SALE AGREEMENT THIS CO-SALE AGREEMENT (this "Agreement") is dated as of this 6th day of August, 2002, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "Company"), and the persons listed as Stockholders on the...Co-Sale Agreement • August 8th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release ("AGREEMENT") is entered into as of September 1, 2003, by and between Bradford C. Walker ("EMPLOYEE") and PrimeSource Healthcare, Inc., a Massachusetts corporation...Severance Agreement and General Release • September 8th, 2003 • Primesource Healthcare Inc • Electromedical & electrotherapeutic apparatus • Arizona
EXHIBIT 99.1 July 3, 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...Luxtec Corp /Ma/ • July 5th, 2002 • Electromedical & electrotherapeutic apparatus
Reference is made to (i) that certain Amended and Restated Credit Agreement dated as of June 14, 1999, as amended (the "Credit Agreement") by and among the Citizens Bank of Massachusetts (the "Bank"), as successor in interest to State Street Bank and Trust Company, as Lender, PrimeSource Surgical, Inc. (the "Company") and Bimeco, Inc. ("Bimeco"), Ruby Merger Sub, Inc. ("Ruby") and PrimeSource Healthcare, Inc. ("PHI" and together with Bimeco and Ruby, the "Guarantors") and (ii) that certain Letter Agreement dated as of December 11, 2001 (the "Letter Agreement"), by and among the Company, as borrower, the Guarantors, and the Bank. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT ("AGREEMENT"), entered into between PrimeSource Healthcare, Inc., a Massachusetts corporation ("COMPANY"), and Bradford C. Walker, an individual ("EXECUTIVE"), is effective upon the...Employment Agreement • September 30th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • Arizona
RELEASERelease ( • December 7th, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus
EXHIBIT 99.1 CONVERSION AND EXCHANGE AGREEMENT This Conversion and Exchange Agreement (the "AGREEMENT") is entered into as of August 6, 2002, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "Company"), and the persons...Conversion and Exchange Agreement • August 8th, 2002 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus • New York
RELEASERelease ( • December 7th, 2001 • Luxtec Corp /Ma/ • Electromedical & electrotherapeutic apparatus
