Exhibit 10.2  





*90901288243900000510010D20*


PROMISSORY NOTE 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal

  $7,500,000.00

  	
  Loan
  Date

  11-23-2005

  	
  Maturity

  11-30-2006

  	
  Loan No

  51001

  	
  Call / Coll

  326

  	
  Account

  E9012882439

  	
  Officer

  GAL08

  	
  Initials

  
	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  
	
  References
  in the shaded area are for Lender’s use only and do not limit the
  applicability of this document to any particular loan or item. 
Any item above
  containing “***” has been omitted due to text length limitations.

  
	
  


  






	
   

  	
   

  	
   

  	
   

  
	
  Borrower:

  	
  ANGIODYNAMICS,
  INC.

  603 Queensbury Avenue 

  Queensbury, NY 12804

  	
  Lender:

  	
  KeyBank
  National Association 

  NY-MM-Albany 

  66 S. Pearl Street 

  Albany, NY 12207

  
	
  


  	
  


  	
  


  	
  


  






	
   

  	
   

  	
   

  
	
  Principal
Amount:  $7,500,000.00 

  	
  Initial
Rate:  7.000% 

  	
  Date of
Note:  November 23, 2005 

  



PROMISE TO PAY. To repay Borrower’s loan, ANGIODYNAMICS, INC.
(“Borrower”) promises to
pay to KeyBank National Association (“Lender”), or order, in lawful money of
the United States of America, the principal amount of Seven Million Five
Hundred Thousand & 00/100 Dollars ($7,500,000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until
repayment of each advance. 


PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal
plus all accrued unpaid interest on November 30, 2006. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning December 23, 2005,
with all subsequent interest payments to be due on the same day of each month
after that. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then
to any unpaid collection costs; and then to any late charges. The annual interest
rate for this Note is computed on a 365/360 basis; that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in writing.


VARIABLE INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an index which is the Prime Rate
announced by Lender (the “Index”). The index is not necessarily the lowest rate
charged by Lender on its loans and is set by Lender in its sole discretion. If
the index becomes unavailable during the term of this loan, Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the
current index rate upon Borrower’s request. The interest rate change will not
occur more often than each day that the index changes. The interest rate will
change automatically and correspondingly on the date of each announced change
of the index by Lender. Borrower understands that Lender may make loans based
on other rates as well. The index currently is 7.000% per annum. The interest
rate to be applied to the unpaid principal balance of this Note will be at a
rate equal to the index, resulting in an initial rate of 7.000% per annum.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law. 


PREPAYMENT. Borrower may pay without penalty all or a portion of the
amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower’s obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender’s rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or
other payment instrument that indicates that the payment constitutes “payment
in full” of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: KeyBank National Association, NY-MM-Albany, 66 S. Pearl Street,
Albany, NY 12207.


LATE CHARGE. If a payment is 10 days or more late, Borrower will be
charged 5.000%
of the unpaid portion of the regularly scheduled payment or $50.00, whichever
is greater.


INTEREST AFTER DEFAULT. Upon default, including failure to pay upon
final maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 3.000 percentage points
over the index. The interest rate will not exceed the maximum rate permitted by
applicable law.


DEFAULT. Each of the following shall constitute an event of default
(“Event of
Default”) under this Note:


	
   

  	
   

  
	
   

  	
  Payment
  Default. Borrower
  fails to make any payment when due under this Note.

  
	
   

  	
   

  
	
   

  	
  Other
  Defaults. Borrower
  fails to comply with or to perform any other term, obligation, covenant or condition
  contained in this Note or in any of the related documents or to comply with
  or to perform any term, obligation, covenant or condition contained in any
  other agreement between Lender and Borrower.

  
	
   

  	
   

  
	
   

  	
  Default in
  Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit,
  security agreement, purchase or sales agreement, or any other agreement, in
  favor of any other creditor or person that may materially affect any of
  Borrower’s property or Borrower’s ability to repay this Note or perform
  Borrower’s obligations under this Note or any of the related documents.

  
	
   

  	
   

  
	
   

  	
  False
  Statements. Any
  warranty, representation or statement made or furnished to Lender by Borrower
  or on Borrower’s behalf under this Note or the related documents is false or
  misleading in any material respect, either now or at the time made or
  furnished or becomes false or misleading at any time thereafter.

  
	
   

  	
   

  
	
   

  	
  Insolvency. The dissolution or termination of
  Borrower’s existence as a going business, the insolvency of Borrower, the
  appointment of a receiver for any part of Borrower’s property, any assignment
  for the benefit of creditors, any type of creditor workout, or the
  commencement of any proceeding under any bankruptcy or insolvency laws by or
  against Borrower.

  
	
   

  	
   

  
	
   

  	
  Creditor or Forfeiture Proceedings.
  Commencement of foreclosure or forfeiture proceedings, whether by judicial
  proceeding, self-help, repossession or any other method, by any creditor of
  Borrower or by any governmental agency against any collateral securing the
  loan. This includes a garnishment of any of Borrower’s accounts, including
  deposit accounts, with Lender. However, this Event of Default shall not apply
  if there is a good faith dispute by Borrower as to the validity or
  reasonableness of the claim which is the basis of the creditor or forfeiture
  proceeding and if Borrower gives Lender written notice of the creditor or
  forfeiture proceeding and deposits with Lender monies or a surety bond for
  the creditor or forfeiture proceeding, in an amount determined by Lender, in
  its sole discretion, as being an adequate reserve or bond for the dispute.

  










	
   

  	
   

  	
   

  
	
   

  	
  PROMISSORY NOTE

  	
   

  
	
  Loan No: 51001

  	
  (Continued)

  	
  Page 2

  
	
  


  






	
   

  	
   

  
	
   

  	
  Events Affecting Guarantor. Any of the preceding
  events occurs with respect to any guarantor, endorser, surety, or
  accommodation party of any of the indebtedness or any guarantor, endorser, surety, or
  accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability
  under, any guaranty of the indebtedness evidenced by this Note. In the event
  of a death, Lender, at its option, may, but shall not be required to, permit
  the guarantor’s estate to assume unconditionally the obligations arising
  under the guaranty in a manner satisfactory to Lender, and, in doing so, cure
  any Event of Default.

  
	
   

  	
   

  
	
   

  	
  Change in Ownership. Any change in ownership
  of twenty-five percent (25%) or more of the common stock of Borrower.

  
	
   

  	
   

  
	
   

  	
  Adverse Change. A material adverse change occurs in Borrower’s
  financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  
	
   

  	
  
Insecurity. Lender in good faith believes itself
  insecure.

  
	
   

  	
   

  
	
   

  	
  Cure Provisions. If any default, other than a default in payment
  is curable and if Borrower has not been given a notice of a breach of the same provision of this
  Note within the preceding twelve (12) months, it may be cured if Borrower,
  after receiving written notice from Lender demanding cure of such default: (1) cures
  the default within fifteen (15) days; or (2) if the cure requires more than
  fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole
  discretion to be sufficient to cure the default and thereafter continues and
  completes all reasonable and necessary steps sufficient to produce compliance
  as soon as reasonably practical.

  



LENDER’S RIGHTS. Upon default, Lender may
declare the entire unpaid principal balance on this Note and all accrued unpaid
interest immediately due, and
then Borrower will pay that amount.


ATTORNEYS’ FEES; EXPENSES. Borrower agrees to pay
all costs and expenses Lender incurs to collect this Note. This includes,
subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and
Lender’s legal expenses whether or not there is a lawsuit, including reasonable attorneys’
fees and expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums provided
by law.


JURY WAIVER. Lender and Borrower
hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the other.


GOVERNING LAW. This Note will be governed by federal law applicable to
Lender and, to
the extent not preempted by federal law, the laws of the State of New York without regard to its conflicts of law provisions.
This Note has been accepted by Lender in the State of New York.


DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if
Borrower makes a
payment on Borrower’s loan and the check or preauthorized charge with which
Borrower pays is later dishonored.


RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all
Borrower’s accounts with Lender (whether checking, savings, or some other account and
whether evidenced by a certificate of deposit). This includes all accounts
Borrower holds jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff
would be prohibited by law. Borrower authorizes Lender, to the extent permitted
by applicable law, to charge or setoff
all sums owing on the indebtedness against any and all such accounts.


LINE OF CREDIT. This Note evidences a
revolving line of credit. Advances under this Note may be requested either
orally or in writing by Borrower
or as provided in this paragraph. Lender may, but need not, require that all
oral requests be confirmed in writing. All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender’s office shown above. The
following person currently is
authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender’s address shown above,
written notice of revocation of his or her authority: Joseph G. Gerardi,
President of ANGIODYNAMICS, INC. . Borrower agrees
to be liable for all sums either: (A) advanced in accordance with the
instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender. The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (A) Borrower
or any guarantor is in default under the terms of this Note or any agreement
that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing
of this Note; (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor’s
guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant
to this Note for purposes other than those authorized by Lender; or (E) Lender
in good faith believes itself insecure.


LIBOR 1 MONTH. An exhibit, titled
“LIBOR 1 Month Exhibit,” is attached to this Note and by this reference is made
a part of this Note just as if all
the provisions, terms and conditions of the Exhibit had been fully set forth in
this Note.


SUCCESSOR INTERESTS. The terms of this Note
shall be binding upon Borrower, and upon Borrower’s heirs, personal
representatives, successors and assigns, and shall inure to the benefit of Lender and
its successors and assigns.


GENERAL PROVISIONS. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them.
Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender’s security interest in
the collateral; and take any other action deemed necessary by Lender without
the consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are
joint and several.









	
   

  	
   

  	
   

  
	
  Loan No: 51001

  	
  PROMISSORY
  NOTE 

  (Continued)

  	
  Page 3 

  
	
  


  	
  


  	
  


  



PRIOR TO
SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE  INTEREST
RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 


BORROWER: 


ANGIODYNAMICS,
INC. 


	
   

  	
   

  	
   

  
	
  By:

  	
  
  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
  Joseph G. Gerardi, Vice President
  of 

  ANGIODYNAMICS, INC.

  	
   

  













LIBOR 1 MONTH EXHIBIT 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal
$7,500,000.00

  	
  Loan Date
11-23-2005 

  	
  Maturity
11-30-2006 

  	
  Loan No
51001

  	
  Call / Coll
326

  	
  Account
E9012882439

  	
  Officer
GAL08

  	
  Initials

  
	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  
	
  References
  in the shaded area are for Lender’s use only and do not limit the
  applicability of this document to any particular loan or item.

  Any item above containing “***” has been omitted due to text length
  limitations.

  
	
  


  






	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrower: 

  	
   

  	
  ANGIODYNAMICS,
  INC.

  603 Queensbury Avenue

  Queensbury, NY 12804 

  	
   

  	
  Lender: 

  	
   

  	
  KeyBank
  National Association

  NY-MM-Albany

  66 S. Pearl Street

  Albany, NY 12207 

  
	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  



This LIBOR 1 MONTH EXHIBIT is attached to and by this
reference is made a part of the Promissory Note, dated November 23, 2005, and
executed in connection with a loan or other financial accommodations between
KEYBANK NATIONAL ASSOCIATION and ANGIODYNAMICS, INC. . 


1. DEFINITIONS: For the purposes of this Addendum, the following
definitions will apply:


          “Business Day”  means a day on which
dealings are carried on in the London interbank eurodollar market.


          “LIBOR
Interest Period”  means the
period commencing on the date an advance bearing interest at the LIBOR Rate is
made, continued, or converted and continuing for one month, with successive
periods commencing on the same day of each month thereafter;


          “LIBOR
Rate”  means the rate per annum
calculated by the Lender in good faith, which Lender determines with reference to
the rate per annum (rounded upwards to the next higher whole multiple of 1/16%
if such rate is not such a multiple) at which deposits in United States dollars
are offered by prime banks in the London interbank eurodollar market two
Business Days prior to the day on which such rate is calculated by Bank, in an
amount comparable to the amount of such advance and with a maturity equal to
the LIBOR Interest Period;


          “LIBOR
Reserve Requirements”  means, for
any advance bearing interest at the LIBOR Rate, the maximum reserves (whether
basic, supplemental, marginal, emergency, or otherwise) prescribed by the Board
of Governors of the Federal Reserve System (or any successor) with respect to
liabilities or assets consisting of or including “Eurocurrency liabilities’’
(as defined in Regulation D of the Board of Governors of the Federal Reserve
System) having a term equal to the term of such advance.


          “Margin” means _________ percent
(175%).


          “Note
Rate” means the interest rate
provided for in the Note based on the Lender’s Prime Rate (as defined in the
Note).


2. INTEREST RATE.  Notwithstanding anything contained in the Note to the
contrary,
advances under the Note shall bear interest at a fixed rate of interest equal
to the LIBOR Rate plus the Margin for the duration of a LIBOR Interest Period;
provided that no such advance shall be in an amount of less than $ 0, and
provided further that no LIBOR Interest Period may extend beyond the maturity
date of the Note. Upon the expiration of the initial LIBOR Interest Period,
Borrower may elect a new LIBOR Rate or the Note Rate. If Borrower fails to make
an election, the advances will bear interest at the LIBOR Rate plus the Margin
for consecutive LIBOR Interest Periods until an election is made. During any
LIBOR Interest Period, Borrower shall continue to make interest payments as
required by the Note.


3. INCREASED COSTS.  If, because of the introduction of or any change in,
or because of any
judicial, administrative, or other governmental interpretation of, any law or
regulation, there shall be any increase in the cost to Lender of making,
funding, maintaining, or allocating capital to any advance bearing interest at
the LIBOR Rate, including a change in LIBOR Reserve Requirements, then Borrower
shall, from time to time upon demand by Lender, pay to Lender additional
amounts sufficient to compensate Lender for such increased cost.


4. ILLEGALITY.  If, because of the introduction of or any change in, or
because of any
judicial, administrative, or other governmental interpretation of, any law or
regulation, it becomes unlawful for Lender to make, fund, or maintain any
advance at the LIBOR Rate, then Lender’s obligation to make, fund, or maintain
any such advance shall terminate and each affected outstanding advance shall be
converted to the Note Rate on the earlier of the termination date for each
LIBOR Interest Period or the date the making, funding, or maintaining of each
such advance becomes unlawful.


5. REIMBURSEMENT OF COSTS.  If Borrower repays any advance bearing
interest at the LIBOR Rate prior to the end of the applicable LIBOR Interest
Period, including without limitation a prepayment under paragraphs 3 or 4
above, Borrower shall reimburse Lender on demand for the resulting loss or
expense incurred by Lender, including without limitation any loss or expense incurred in obtaining,
liquidating or reemploying deposits from third parties, with a minimum amount
due for each prepayment of $200.00 for each such LIBOR advance. If the actual
reimbursement amount for any such advance exceeds $200.00, a statement as to
the amount of such loss or expense, prepared in good faith and in reasonable
detail by Lender and submitted by Lender to the Borrower, shall be conclusive
and binding for all purposes absent manifest error in computation. Calculation
of all amounts payable to Lender under this paragraph shall be made as though
Lender shall have actually funded the relevant advance through deposits or
other funds acquired from third parties for such purpose; provided, however,
that Lender may fund any advance bearing interest at the LIBOR Rate in any
manner it sees fit and the foregoing assumption shall be utilized only for
purposes of calculation of amounts payable under this paragraph. Lender will be
entitled to receive the reimbursement provided for herein regardless of whether
the prepayment is voluntary or involuntary (including demand or acceleration of
the Note upon Borrower’s default).


THIS LIBOR 1 MONTH EXHIBIT IS EXECUTED ON NOVEMBER 23, 2005. 


BORROWER:


ANGIODYNAMICS, INC.

	
   

  	
   

  	
   

  
	
  By:

  	
  
  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
  Joseph G. Gerardi, Vice President
  of 

  ANGIODYNAMICS, INC.