EXHIBIT 99.1
July 3, 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: NOTICE OF DEMAND
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Dear Xx. Xxxxxx:
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.
The Company is currently in default under the Credit Agreement for,
among other reasons, failure to meet certain financial covenants. As a result,
the Lender hereby demands immediate payment of the Obligations on or before July
31, 2002 forthwith and if you fail to make such payment Lender shall take such
actions under the Credit Agreement, the other Credit Documents or applicable law
as may be necessary to protect its rights.
Lender does not waive or has not waived any Default or Event of
Default under the Credit Agreement and expressly reserves its right to take any
and all actions, and exercise any and all remedies, under the Credit Agreement,
under each other Credit Document and under applicable law as a result of the
occurrence of any and all Events of Default. Nothing contained herein shall be
deemed to be a waiver of any such rights or remedies, or of any Event of Default
which may occur or has already occurred, under the Credit Agreement or any other
Credit Document.
Please be further advised that any prior, current or future
discussions or course of conduct between Lender and you and/or any of your
Affiliates or officers or directors, and any failure or delay by Lender in
exercising any right, power or privilege arising under applicable law or under
the Credit Agreement or any other Credit Document is not intended to and shall
not constitute a waiver of any such right, power or privilege or an amendment or
other modification of either Credit Agreement or any other Credit Document.
Lender expressly reserves its right at any time to take any action permitted by
law, the Credit Agreement or any other Credit Document as a consequence of your
defaults.
This notice shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
Very truly yours,
CITIZENS BANK OF MASSACHUSETTS
By:/s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
