Exhibit 10.17
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REIMBURSEMENT 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 "Company"), and KEYBANK NATIONAL ASSOCIATION, a national banking
association, having an office at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000
(the "Bank");
W I T N E S S E T H:
WHEREAS, in connection with the issuance of the Letter of Credit (as
hereinafter defined), the Company and the Bank executed and delivered a certain
reimbursement agreement dated as of August 1, 2002 (the "Reimbursement
Agreement") (all terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Reimbursement Agreement); and
WHEREAS, the parties desire to modify the Reimbursement 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. Section 1.1 of the Reimbursement Agreement is hereby amended to
include the following defined terms to appear in their proper alphabetical order
with Section 1.1:
"Senior Funded Indebtedness" shall mean total Indebtedness less any
subordinated Indebtedness.
"Senior Leverage Ratio" shall mean the ratio of the Company's (i) Senior
Funded Indebtedness to (ii) EBITDA less Unfunded Capital Expenditures,
calculated in accordance with GAAP.
2. Section 1.1 of the Reimbursement Agreement is hereby amended to delete
the defined terms "Interest Coverage Ratio" and "Funded Debt Ratio".
3. All references in the Reimbursement Agreement to the term "Funded Debt
Ratio" shall be amended to instead refer to "Senior Leverage Ratio".
4. Subsection (b) of Section 6.25 of the Reimbursement Agreement is
hereby amended and restated in its entirety to read as follows:
"(b) The Company shall not allow its Senior Leverage Ratio to exceed
2.75 to 1.00 calculated as of each May 31st and November 30/th/ based
upon the most recently concluded four fiscal quarters of the Company.
5. The Company hereby represents and warrants as follows:
(i) 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;
(ii) there exist no defenses or offsets to the obligations of the
Company under the Reimbursement Agreement; and
(iv) the execution and delivery of this Amendment have been approved
by all necessary corporate action on the part of the Company.
6. As modified hereby, all of the terms, provisions and conditions of the
Loan Agreement are hereby ratified and confirmed.
7. 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.
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
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Xxxxxx X. Xxxxxxx, Vice President
and Controller
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Senior Vice
President
