Amendment No. 1 to Note Purchase Agreement among Horizon Medical Products, Comvest Venture Partners, and Additional Note Purchasers

Summary

This amendment updates the original Note Purchase Agreement between Horizon Medical Products, Comvest Venture Partners, and additional note purchasers, including Medtronic. The changes extend the loan maturity date to July 16, 2005, revise prepayment premium terms, and add new covenants requiring prior written approval from Comvest and Medtronic for major company actions such as hiring key executives, large expenditures, significant transactions, or asset sales. The amendment takes effect once an additional independent director is selected, and all other terms of the original agreement remain unchanged.

EX-10.1 3 g85599exv10w1.txt EX-10.1 AMEND # 1 NOTE PURCHASE AGREEMENT 10/21/03 EXHIBIT 10.1 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of October 21, 2003 by and among Horizon Medical Products, Inc., a Georgia corporation (the "Company"); Comvest Venture Partners, L.P., a Delaware limited partnership ("ComVest," and together with its successors and assigns, the "Purchaser") and the Additional Note Purchasers (as defined in the Note Purchase Agreement (defined below)), amends that certain Note Purchase Agreement among the parties hereto dated as of March 1, 2002 (the "Note Purchase Agreement"). WHEREAS, the Company has requested an extension of the time to repay the indebtedness and certain other modifications to the Note Purchase Agreement; and WHEREAS, the Lenders have agreed to such modification subject to certain terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties hereunder, the Company, the Purchaser and the Additional Note Purchasers agree as follows: Section 1. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Note Purchase Agreement. 2. Amendments. The Note Purchase Agreement and to the extent applicable the Notes are hereby modified as follows: (a) The definition "Maturity Date" shall be amended in its entirety to read as follows: ""Maturity Date" means July 16, 2005". (b) The definition "Securityholders Agreement" shall be amended in its entirety to read as follows: ""Securityholders Agreement" shall mean that certain Amended and Restated Securityholders Agreement, dated as of the date hereof in the form attached hereto as Exhibit E, as may from time to time be amended, modified, or supplemented according to its terms among the Company and certain holders of the capital stock of the Company at the time of the Closing." (c) Section 3.1(c) shall be amended in its entirety to read as follows: "(c) The premium to be paid on the principal amount of any prepayment shall be as follows:

(d) After Section 9.7, the following section shall be added: "Section 9.8. Additional Covenants. For so long as any of the Notes remain outstanding the prior written approval of ComVest and Medtronic shall be required in order to affect any of the following: 2 (a) Hiring the CEO or any employee of similar status; paying annual compensation of $200,000 or more to any employee; or granting options to purchase 100,000 or more shares of Stock to any employee; (b) The acquisition of the Company by another entity by means of any transaction or series of related transactions with the Company (including, without limitation, any stock purchase, reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of this Corporation); or any other transaction which results in the disposition of 50% or more of the voting power of all classes of capital stock of the Company unless the Company's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (solely by virtue of securities issued as consideration for this Corporation's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity; (c) The sale of all or any material portion of the assets of the Company; (d) The liquidation, dissolution or winding up of the Company; (e) Making, or permitting any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (f) Making, or permitting any subsidiary to make, any loan or advance to any person (other than expense advances), including, without limitation, any executive employee or director of the Company or any subsidiary; (g) Guaranteeing, directly or indirectly, or permitting any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (h) Any capital expenditures exceeding $150,000 in any single instance or $500,000 in the aggregate in any Fiscal Year; (i) Entering into, modifying or terminating any Material Contract, having an aggregate economic impact to the Company of $500,000 or more in any Fiscal Year; or (j) The redemption by the Company of any of its securities; (e) Effective Date. This amendment shall be effective upon such time as the additional independent director is selected pursuant to Section 5.1(d) of the Amended and Restated Securityholders Agreement. 3 (f) Original Agreement. Except as modified herein the Original Agreement remains in full force and effect. COMPANY HORIZON MEDICAL PRODUCTS, INC. By: /s/ Marshall B. Hunt --------------------------------------------- Marshall B. Hunt Chairman and CEO PURCHASER COMVEST VENTURE PARTNERS By: /s/ Carl Kleidman --------------------------------------------- Carl Kleidman Managing Director ADDITIONAL NOTE PURCHASERS MEDTRONIC, INC. By: /s/ Michael D. Ellwein --------------------------------------------- Name: Michael D. Ellwein Title: Vice President and Chief Development Officer 4