exv10w9






Exhibit 10.9




April 14, 2010




Partners for Growth III, L.P.

180 Pacific Avenue

San Francisco, CA 94111




     Re: Cardiovascular Systems, Inc.


Gentlemen:




     Reference is made to the Loan and Security Agreement between us dated April 14, 2010 (as
amended from time to time, the “Loan Agreement”). (Capitalized terms used in this Agreement, which
are not defined, shall have the meanings set forth in the Loan Agreement. The Loan Agreement and
all other present and future documents and agreements relating thereto are collectively referred to
herein as the “Loan Documents”.)



     Reference is also made to the Subordination Agreement (the “Subordination Agreement”), of
substantially even date, between Pearland Economic Development Corporation (“Pearland”) and PFG,
and consented to by the undersigned, and to the Landlord Consent (the “Landlord Consent”), of
substantially even date, between Pearland and PFG, and consented to by the undersigned, with
respect to the undersigned’s location in Pearland, Texas (the “Premises”).



     The undersigned hereby agrees to promptly give PFG written notice if Pearland ever ceases to
be the owner of, or the undersigned’s landlord with respect to, the Premises. If Pearland ever
ceases to be the owner of, or the undersigned’s landlord with respect to, the Premises, or if the
Subordination Agreement is ever terminated, the undersigned shall promptly provide the PFG with
replacement landlord consents reasonably satisfactory to the PFG; provided, however, that the
undersigned shall have no obligation to provide a replacement landlord consent if the undersigned
establishes to the reasonable satisfaction of the PFG that the Landlord Consent is binding upon the
owner or landlord (as the case may be) of the Premises. In addition, the undersigned acknowledges
and agrees that (1) a notice from Pearland to PFG, or a notice from Pearland to the undersigned,
that a default has occurred under the “Jobs Agreement” (as defined in the Subordination Agreement)
shall constitute an Event of Default under the Loan Agreement unless within 30 days thereafter PFG
receives written notice from Pearland that all defaults under the Jobs Agreement have been cured or
waived, and (2) a notice to PFG pursuant to the Landlord Consent that Borrower has vacated or
otherwise lost its right to occupy the “Real Property” (as defined in the Landlord Consent) shall
constitute an Event of Default under the Loan Agreement if any “Collateral” (as defined in the
Landlord Consent) remains on the Real Property.



     This letter agreement and the other written agreements and documents between us set forth in
full all of the representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, oral representations, oral agreements and oral
understandings between the parties with respect to the subject matter hereof. Except as herein
expressly modified the Loan Documents shall continue in full force and effect and the same are
hereby ratified and confirmed.



     This letter agreement may not be modified or amended, nor may any rights hereunder be waived,
except in a writing signed by the parties hereto. In the event of any litigation between the
parties based upon, arising out of, or in any way relating to this letter agreement, the prevailing
party



 









 




shall be entitled to recover all of his costs and expenses (including without limitation attorneys’
fees) from the non-prevailing party.




     This letter agreement is being entered into, and shall be governed by the laws of the State of
California. This letter agreement is part of the Loan Agreement and the terms thereof are
incorporated herein by reference. This letter agreement may be executed and delivered by exchanging
original signed counterparts, or signed counterparts by facsimile, or a combination of the
foregoing, and this letter agreement shall be fully effective if so executed and delivered.


Sincerely yours,




	 	 	 	 	 

	CARDIOVASCULAR SYSTEMS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Laurence L. Betterley
 

	 	 
	 

	 	Laurence L. Betterley	 	 
	 

	 	Title: CFO	 	 
	 
	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	Partners for Growth III, L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Lorraine Nield
 

	 	 
	 

	 	Lorraine Nield, Manager, Partners for	 	 
	 

	 	Growth III, LLC, its General Partner