EXHIBIT 10.3
AMENDMENT NO. 2
TO NOTE PURCHASE AGREEMENT
This Amendment No. 2 (the "Amendment"), dated as of July 29, 2002,
amends that certain Note Purchase Agreement, dated as of March 1, 2002, by and
among Horizon Medical Products, Inc. a Georgia corporation (the "Company"),
ComVest Venture Partners, L.P., a Delaware limited partnership (together with
its successors and assigns, the "Purchaser"), and the Additional Note Purchasers
(as defined in the Agreement), as amended by Amendment No. 1 to Note Purchase
Agreement, dated as of June 10, 2002 (as amended, the "Agreement"). Capitalized
terms used in this Amendment but not defined in the Amendment have the meanings
given to such terms in the Agreement.
WHEREAS, Section 11.1(m) of the Agreement currently provides that an
Event of Default will occur if the Company shall have failed to obtain the
Stockholder/AMEX Conversion Approval and Stockholder Approval within one hundred
and thirty-five (135) days from the Closing Date;
WHEREAS, the parties desire to amend Section 11.1(m) of the Agreement
to provide that an Event of Default will occur if the Company shall have failed
to obtain the Stockholder/AMEX Conversion Approval and Stockholder Approval
within one hundred and ninety-five (195) days from the Closing Date;
WHEREAS, Section 16.1(a) of the Agreement provides, in part, that no
amendment of the Agreement shall be effective unless the same shall be in
writing and signed by the Requisite Noteholders;
WHEREAS, the Purchaser and Medtronic together constitute the Requisite
Noteholders;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereby agree as follows:
1. Amendment. Section 11.1(m) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"(m) the Company shall have failed to obtain the Stockholder/AMEX
Conversion Approval and Stockholder Approval within one hundred and ninety-five
(195) days from the Closing Date;"
2. Note Ownership. Each of the Purchaser and Medtronic hereby represents
and warrants to the Company that they are the owner, beneficially (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) and of record,
of the aggregate principal amount of Notes set forth below:
Purchaser: $4,400,000
Medtronic: $4,000,000
3. Effective Date. This Amendment will become effective as of the date
hereof upon its execution by the parties hereto in accordance with the terms of
the Agreement.
4. Continuing Effect. Except as expressly amended hereby, the Agreement
shall continue to be and shall remain in full force and effect in accordance
with its terms.
5. Governing Law. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the state of New York.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be duly executed by their respective officers thereunto duly authorized, as
of the date first above written.
COMPANY
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxxx X. Xxxx
--------------------
Xxxxxxxx X. Xxxx
Chairman of the Board and Chief Executive Officer
PURCHASER
COMVEST VENTURE PARTNERS, L.P.
By: /s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx
Authorized Signatory
ADDITIONAL NOTE PURCHASER
MEDTRONIC, INC.
By: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Xxxxx Xxxxxxx Xxxxx
Authorized Signatory
