Exhibit 10.8
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") dated as
of December 29, 2003 by and between ANGIODYNAMICS, INC., a Delaware corporation,
with its principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000 (the "Borrower"), to KEYBANK NATIONAL ASSOCIATION, a national banking
association, having an office at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000
(the "Holder");
W I T N E S S E T H:
WHEREAS, in connection with the making of the Loan (as hereinafter
defined), the Borrower executed and delivered in favor of the Holder a certain
loan and security agreement dated August 28, 2002 (the "Security Agreement")
(all terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Security Agreement); and
WHEREAS, the parties desire to modify the Security Agreement in the manner
hereinafter set forth; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The following definitions set forth in Section 1.01 of the Security
Agreement are hereby amended and restated in their entirety to read as follows:
"LOAN" means the loan in the principal amount of
$3,000,000.00 from the Bank to the Borrower as evidenced by
the Note.
"NOTE" means the amended and restated promissory note dated
as of December 29, 2003 in the principal amount of
$3,000,000.00 from the Borrower in favor of the Holder as
said amended and restated promissory note may be further
amended, modified, supplemented, consolidated or extended
from time to time.
2. The definition of "Interest Coverage Ratio" set forth in Section 1.01
of the Security Agreement is hereby deleted.
3. Section 1.01 of the Security Agreement is hereby amended to include
the following defined terms to appear in their proper alphabetical order with
Section 1.01:
"SENIOR FUNDED INDEBTEDNESS" shall mean total Indebtedness less any
subordinated Indebtedness.
"SENIOR LEVERAGE RATIO" shall mean the ratio of the Borrower's (i) Senior
Funded Indebtedness to (ii) EBITDA less Unfunded Capital Expenditures,
calculated in accordance with GAAP.
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4. Section 2.01 of the Security Agreement is hereby amended and restated
in its entirety to read as follows:
"SECTION 201. MAKING OF THE LOAN.
Subject to the provisions of Section 202 hereof, the Holder
shall make available to the Borrower the proceeds of the
Loan from time to time in accordance with the terms,
provisions and conditions of the Note. Provided that no
Event of Default has occurred, as the Borrower repays
principal under the Note, it shall be permitted to re-borrow
until the Maturity Date provided, however, that at no time
shall the Principal Balance exceed $3,000,000.00."
5. Subsection (O) of Section 4.01 of the Security Agreement is hereby
amended and restated in its entirety to read as follows:
"(O) It will (1) maintain a minimum Fixed Charge Coverage
Ratio of 1.25 to 1.00 calculated as of each May 31st and
November 30th based upon the most recently concluded four
fiscal quarters of the Borrower and (2) not permit the
Borrower's Senior Leverage Ratio to exceed 2.75 to 1.00
calculated as of each May 31st and November 30th based upon
the most recently concluded four fiscal quarters of the
Borrower.
In calculating the foregoing ratios for the periods ending
November 30th, 2002 and May 31st, 2003, (i) principal shall
be determined using the current maturities of long term debt
(in accordance with GAAP) on a pro-forma basis for the
twelve months following the Closing Date, (ii) Cash Interest
Expense shall be calculated as the pro-forma Cash Interest
Expense for the twelve months following the Closing Date
(utilizing the appropriate amortization schedules and
interest rates for the Indebtedness, including the fixed
rate achieved under the SWAP Agreement and all Letter of
Credit Fees and related fees) and (iii) thereafter both
principal and Cash Interest Expense shall be calculated on
the actual principal and Cash Interest Expense,
respectively, for the period in question."
6. The Note is hereby amended and restated as set forth on Schedule "A"
attached hereto.
7. The Borrower hereby represents and warrants as follows:
(i) as of the date hereof, there is outstanding under the Note the
sum of $0.00 together with accrued and unpaid interest;
(ii) no Event of Default has occurred and no event has occurred with
which the passage of time or the giving of notice or both would constitute an
Event of Default;
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(iii) there exist no defenses or offsets to the obligations of the
Borrower under the Note and the Security Agreement; and
(iv) the execution and delivery of this Amendment have been approved
by all necessary corporate action on the part of the Borrower.
8. As modified hereby, all of the terms, provisions and conditions of the
Security Agreement are hereby ratified and confirmed.
9. The Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the day and year first above written.
ANGIODYNAMICS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx, Vice President and
Controller
KEYBANK NATIONAL ASSOCIATION
By:/s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx, Senior Vice
President
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SCHEDULE "A"
AMENDED AND RESTATED NOTE
