Exhibit
10.80
CONSENT AND WAIVER AGREEMENT
THIS CONSENT AND WAIVER AGREEMENT (“
Agreement ”)
is made as of January 6, 2005 by and among Horizon Medical
Products, Inc., a Georgia corporation (“
Horizon ”),
ComVest Venture Partners, L.P., a Delaware limited partnership
(“
ComVest ”),
and Medtronic, Inc., a Minnesota corporation (“
Medtronic ”).
RECITALS
|
A. |
Horizon,
ComVest and Medtronic are parties to that certain Note Purchase
Agreement by and among Horizon, ComVest, and the Additional Note
Purchasers (as defined in the Note Purchase Agreement and including
Medtronic), dated as of March 1, 2002 and as amended June 10, 2002,
July 29, 2002, October 21, 2003 and May 12, 2004 (collectively, the
“
Note Purchase Agreement ”). |
|
B. |
Section
3.2 of the Note Purchase Agreement provides, in part, that any
payment of the principal amount of the Notes (as defined in the
Note Purchase Agreement) shall be applied to the Notes pro rata in
accordance with the respective unpaid principal amount of the Notes
then outstanding. |
|
C. |
Horizon
intends to prepay, within 45 days after the execution of this
Agreement by Horizon, the principal amount of the Non-Electing
Notes (as defined in Amendment No. 4 to Note Purchase Agreement
dated May 12, 2004), and any and all accrued interest thereon,
prior to July 16, 2005. |
|
D. |
Section
16.1 of the Note Purchase Agreement provides, in part, that no
amendment, waiver of consent of the provisions of the Note Purchase
Agreement shall be effective unless the same shall be in writing
and signed by the Requisite Noteholders (as defined in the Note
Purchase Agreement). |
|
E. |
ComVest
and Medtronic together constitute the Requisite
Noteholders. |
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, and for
other good and valuable consideration, the receipt and
adequa
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