Attached files
| file | filename |
|---|---|
| EX-12.1 - EXHIBIT 12.1 - SPECTRANETICS CORP | ex121ratioofearningstofixe.htm |
| 10-K - 10-K - SPECTRANETICS CORP | spectranetics10k12-31x2016.htm |
| EX-32.2 - EXHIBIT 32.2 - SPECTRANETICS CORP | ex32212312016.htm |
| EX-32.1 - EXHIBIT 32.1 - SPECTRANETICS CORP | ex32112312016.htm |
| EX-31.2 - EXHIBIT 31.2 - SPECTRANETICS CORP | ex31212312016.htm |
| EX-31.1 - EXHIBIT 31.1 - SPECTRANETICS CORP | ex31112312016.htm |
| EX-23.1 - EXHIBIT 23.1 - SPECTRANETICS CORP | ex231consentofindependenta.htm |
| EX-21.1 - EXHIBIT 21.1 - SPECTRANETICS CORP | ex211subsidiaries2016.htm |
| EX-10.100 - EXHIBIT 10.100 - SPECTRANETICS CORP | ex10100shuttonoffer.htm |
Execution Version
MidCap / Spectranetics / Amendment No. 1 to Credit Agreement (Revolving Loan)
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AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
“Agreement”) is made as of this 2nd day of December, 2016, by and among The Spectranetics
Corporation, a Delaware corporation (“Parent”), Angioscore Inc., a Delaware corporation
(“Angioscore”, and together with Parent, collectively, “Borrower”), MidCap Funding IV Trust, as Agent
(in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions
party hereto, each as a Lender.
RECITALS
A. Agent, Lenders and Borrower have entered into that certain Revolving Credit and
Security Agreement, dated as of December 7, 2015 (as amended, modified and supplemented prior to the
date hereof, the “Original Credit Agreement”, and as the same is amended hereby and as it may be
further amended, modified, supplemented and restated from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to extend certain financial accommodations to Borrower in the
amounts and manner set forth in the Credit Agreement.
B. Borrower has requested, and Agent and Lenders constituting at least the Required
Lenders have agreed, to amend certain provisions of the Original Credit Agreement related to Eligible
Domestic Accounts and Eligible Foreign Accounts set forth therein in accordance with the terms and
subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Agent, Lenders constituting Required Lenders and Borrower hereby agree as follows:
1. Recitals. This Agreement shall constitute a Financing Document and the Recitals and
each reference to the Credit Agreement, unless otherwise expressly noted, will be deemed to reference the
Credit Agreement as amended hereby. The Recitals set forth above shall be construed as part of this
Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement (including those
capitalized terms used in the Recitals hereto).
2. Amendment to Original Credit Agreement. Subject to the terms and conditions of this
Agreement, including, without limitation, the conditions to effectiveness set forth in Section 4 below, the
Original Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Original Credit Agreement is hereby amended by replacing the
phrase “one hundred twenty (120) days” with “two hundred ten (210) days” in clause (a) of the definition
of “Eligible Domestic Account”; and
(b) Section 1.1 of the Original Credit Agreement is hereby amended by replacing the
phrase “one hundred twenty (120) days” with “two hundred ten (210) days” in clause (a) of the definition
of “Eligible Foreign Account”.
3. Representations and Warranties; Reaffirmation of Security Interest. Borrower
hereby confirms that all of the representations and warranties set forth in the Credit Agreement are true
and correct in all material respects (without duplication of any materiality qualifier in the text of such
representation or warranty) with respect to such Borrower as of the date hereof except to the extent that
MidCap / Spectranetics / Amendment No. 1 to Credit Agreement (Revolving Loan)
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any such representation or warranty relates to a specific date in which case such representation or
warranty shall be true and correct as of such earlier date. Nothing herein is intended to impair or limit
the validity, priority or extent of Agent’s security interests in and Liens on the Collateral. Borrower
acknowledges and agrees that the Credit Agreement, the other Financing Documents and this Agreement
constitute the legal, valid and binding obligation of Borrower, and are enforceable against Borrower in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency
or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable
principles.
4. Conditions to Effectiveness. This Agreement shall become effective as of the date on
which each of the following conditions has been satisfied, as determined by Agent in its sole discretion:
(a) Borrower shall have delivered to Agent this Agreement, executed by an
authorized officer of Borrower;
(b) all representations and warranties of Borrower contained herein shall be true and
correct in all material respects (without duplication of any materiality qualifier in the text of such
representation or warranty) as of the date hereof except to the extent that any such representation or
warranty relates to a specific date in which case such representation or warranty shall be true and correct
as of such earlier date (and such parties’ delivery of their respective signatures hereto shall be deemed to
be its certification thereof); and
(c) prior to and after giving effect to the agreements set forth herein, no Default or
Event of Default shall exist under any of the Financing Documents.
5. No Waiver or Novation. The execution, delivery and effectiveness of this Agreement
shall not, except as expressly provided in this Agreement, operate as a waiver of any right, power or
remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing
Documents or any other documents, instruments and agreements executed or delivered in connection with
any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing
Defaults or Events of Default under the Credit Agreement or the other Financing Documents or any of
Agent’s rights and remedies in respect of such Defaults or Events of Default. This Agreement (together
with any other document executed in connection herewith) is not intended to be, nor shall it be construed
as, a novation of the Credit Agreement.
6. Affirmation. Except as specifically amended pursuant to the terms hereof, Borrower
hereby acknowledges and agrees that the Credit Agreement and all other Financing Documents (and all
covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby
ratified and confirmed in all respects by Borrower. Borrower covenants and agrees to comply with all of
the terms, covenants and conditions of the Credit Agreement and the Financing Documents,
notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agent’s or
any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such
terms, covenants and conditions.
7. Miscellaneous.
(a) Reference to the Effect on the Credit Agreement. Upon the effectiveness of this
Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,”
or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this
Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing
Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and
effect, and are hereby ratified and confirmed in all respects by Borrower.
MidCap / Spectranetics / Amendment No. 1 to Credit Agreement (Revolving Loan)
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(b) GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES AND
OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).
(c) Incorporation of Credit Agreement Provisions. The provisions contained in
Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section
12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same
extent as if reproduced herein in their entirety.
(d) Headings. Section headings in this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose.
(e) Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be deemed an original and all of which when taken together shall constitute one and
the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic
mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be
effective as delivery of an original executed counterpart hereof and shall bind the parties hereto.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.
(g) Severability. In case any provision of or obligation under this Agreement shall
be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
(h) Successors/Assigns. This Agreement shall bind, and the rights hereunder shall
inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Credit
Agreement and the other Financing Documents.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
