EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT dated as of February 23, 2007 (this "Amendment"),
among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
"Borrower"), the lenders party to the Credit Agreement (as defined below)
immediately prior to the effective date of this Amendment (collectively, the
"Existing Lenders"), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer (the "Administrative Agent"), CITIBANK, N.A.,
successor-by-merger to CITIBANK, FSB and SUNTRUST BANK, as Co-Syndication Agents
(the "Co-Syndication Agents"), ROYAL BANK OF CANADA and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Documentation Agents (the "Co-Documentation Agents"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, CIBC INC., ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS
L.P. AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK (each a "New Lender" and collectively, the
"New Lenders").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Existing Lenders, the Administrative Agent, the
Co-Syndication Agents and the Co-Documentation Agents have
entered into a Credit Agreement, dated as of December 22, 2005
(the "Original Agreement"), as amended by that certain First
Amendment, dated as of February 15, 2006 (the "First Amendment").
The Original Agreement, as amended by the First Amendment, is
referred to in this Amendment as the "Credit Agreement", and the
Credit Agreement, as amended by, and together with this
Amendment, and as may be further amended, supplemented or
otherwise modified from time to time, is referred to herein as
the "Amended Agreement". Capitalized terms used but not defined
in this Amendment shall have the meanings assigned to them in the
Credit Agreement.
(2) The Borrower desires to increase the Aggregate Commitments to
$300,000,000;
(3) In connection with such increase, the Borrower has requested that
each Existing Lender continue its Commitments under the Amended
Agreement (any Existing Lender that agrees to continue its
Commitment, a "Continuing Lender" and any Lender that elects not
to continue its Commitment, a "Terminating Lender") and that New
Lenders (the New Lenders, together with the Continuing Lenders,
the "Lenders") make commitments to provide Loans to the extent
the Commitments of the Continuing Lenders are less than
$300,000,000;
(4) The Borrower has requested the Existing Lenders amend the Credit
Agreement to (a) increase the Aggregate Commitments to
$300,000,000 and (b) make the other amendments to the Credit
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
SECTION 1.01. Amendment to Schedule 2.01. Schedule 2.01 of the Credit
Agreement is hereby deleted in its entirety and replaced by Schedule 2.01
attached hereto.
SECTION 1.02. Amendment to Section 1.01. The definition of "Applicable
Rate" set forth in Section 1.01 of the Credit Agreement is hereby amended by
deleting the pricing grid therefrom and inserting the following pricing grid in
lieu thereof:
========================================================================================
APPLICABLE RATE
----------------------------------------------------------------------------------------
Loans, Swing Line Loans and Letters of Credit
-------------- ------------------- -------------------- ---------------- ---------------
Eurodollar Base Rate
Rate Loans and
Pricing Pricing Loans and Letters Swing Line Commitment
Level Ratio of Credit Loans Fees
-------------- ------------------- -------------------- ---------------- ---------------
I => 3.25 to 1.0 1.250% .250% .20%
-------------- ------------------- -------------------- ---------------- ---------------
II <3.25 to 1.0 but 1.000% 0% .175%
=> 2.50 to 1.0
-------------- ------------------- -------------------- ---------------- ---------------
III < 2.50 to 1.0 but .750% 0% .15%
=> 1.75 to 1.0
-------------- ------------------- -------------------- ---------------- ---------------
IV < 1.75 to 1.0 but .625% 0% .125%
=> 1.0 to 1.0
-------------- ------------------- -------------------- ---------------- ---------------
V < 1.0 to 1.0 .375% 0% .10%
============== =================== ==================== ================ ===============
SECTION 1.03. Amendment to Section 1.01. The definition of "Maturity
Date" set forth in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
""Maturity Date" means December 22, 2011."
SECTION 1.04. Amendment to Section 1.01. The definition of "Permitted
Acquisitions" set forth in Section 1.01 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
""Permitted Acquisitions" means any Acquisition; provided that
(a) the Property acquired (or the Property of the Person
acquired) in such Acquisition shall be used or useful in the
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same or similar line of business as the Loan Parties on the
Closing Date, including activities ancillary, related or
complementary thereto, (b) after giving effect to any
Acquisition on a Pro Forma Basis, the total equity and debt
investments of the Borrower and its Domestic Subsidiaries in
the Foreign Subsidiaries does not exceed fifty percent (50%)
of the aggregate book value of the total assets of the
Borrower and its Domestic Subsidiaries, all as determined in
accordance with GAAP, (c) in the case of an Acquisition of the
Equity Interests of another Person, the board of directors (or
other comparable governing body) of such other Person shall
have duly approved such Acquisition, (d) no Event of Default
has occurred and is continuing or would result therefrom, (e)
the Borrower and its Consolidated Subsidiaries shall be in
compliance with Section 7.17 on a Pro Forma Basis after giving
effect to such Acquisition, (f) the Acquisition shall not
involve an interest in a general partnership or joint venture
or have a requirement that any Loan Party be a general or
joint venture partner other than in compliance with Section
7.16, (g) the Loan Parties shall, and shall cause the party
that is the subject of the Acquisition to, execute and deliver
such joinder and pledge agreements, security agreements and
intercompany notes and take such other actions as may be
necessary for compliance with the provisions of Sections 6.11
and 6.12, (h) if, after giving effect to such Acquisition on a
Pro Forma Basis, (1) there will be no Loans outstanding, the
aggregate consideration (including cash and non-cash
consideration) for each Acquisition (or a series of related
Acquisitions) is less than or equal to $250 million or (2)
there will be Loans outstanding, the aggregate consideration
(including cash and non-cash consideration) for each
Acquisition (or a series of related Acquisitions) is less than
or equal to (A) $200 million if the Borrower's Consolidated
Senior Leverage Ratio is less than 2.00 to 1.00 or (B) $100
million if the Borrower's Consolidated Senior Leverage Ratio
is greater than or equal to 2.00 to 1.00; provided, that, for
purposes of the limits set forth in this clause (h),
contingent consideration (i.e., consideration for an
Acquisition that is to be paid after the closing of an
Acquisition but which at the time of such closing is not
numerically quantifiable) shall be added to such limits at the
time such consideration first becomes numerically
determinable; and (i) the Borrower shall have delivered to the
Administrative Agent (1) with respect to any Acquisition in
excess of $40 million, a Compliance Certificate signed by a
Responsible Officer of the Borrower demonstrating compliance
with the financial covenants hereunder after giving effect to
the subject Acquisition on a Pro Forma Basis, and reaffirming
that the representations are true and correct in all material
respects as of such date, except those representations and
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warranties made as of a date certain, which shall remain true
and correct in all material respects as of such date and
providing supplements to the Schedules as required by the
Compliance Certificate, (2) with respect to any Acquisition in
excess of $75 million, all financial statements for the full
fiscal year preceding acquisition, as well as the most recent
interim statements of the party that is the subject of the
Acquisition, and (3) with respect to any Acquisition in excess
of $40 million, within 5 Business Days following the closing
of such Acquisition, a certificate of a Responsible Officer of
the Borrower describing the Person to be acquired, including,
without limitation, the location and type of operations and
key management."
SECTION 1.05. Amendment to Section 1.01. The following definitions are
hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical
position:
"Call Option" means one or more transactions entered into in
connection with a Convertible Note Issue comprised of the purchase by the
Borrower of a call option giving Borrower the right to purchase an amount of its
own issued and outstanding Equity Interests that is equal to the amount of
Equity Interests (or substantially equal to such amount in the event of round
lot purchase requirements) as would be issued if such Indebtedness is converted
(ignoring any net share settlement mechanism pertaining to such Indebtedness),
at an exercise price equal to the conversion price of such Indebtedness.
"Convertible Note Issue" means an issuance of Indebtedness or
Equity Interests (other than the Convertible Notes) pursuant to Section 7.03(f),
(h) or (k) that is convertible into Qualified Equity Interests.
SECTION 1.06. Amendment to Section 2.14. Section 2.14(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(a) Request for Increase. Provided there exists no Default or
Event of Default, upon notice to the Administrative Agent
(which shall promptly notify the Lenders), the Borrower may
from time to time, request an increase in the Aggregate
Commitments by an aggregate amount (for all such requests) not
exceeding $100,000,000; provided that (i) any such request for
an increase shall be in a minimum amount of $25,000,000 and
(ii) the Borrower may make a maximum of three such requests.
At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the
time period within which each Lender is requested to respond
(which shall in no event be less than ten Business Days from
the date of delivery of such notice to the Lenders)."
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SECTION 1.07. Amendment to Section 7.03. Section 7.03(f) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"so long as (i) no Event of Default has occurred and is
continuing or would result therefrom and (ii) the Borrower and its
Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis
with Section 7.17 after giving effect to such transaction, subordinated
Indebtedness that (A) (x) if such subordinated Indebtedness is not a
public debt issue (which shall include any debt offering made pursuant
to Rule 144A under the Securities Act of 1933, as amended), is
expressly subordinated to the Obligations on terms substantially as set
forth on Exhibit K hereto or otherwise satisfactory to the
Administrative Agent, and (y) if such subordinated Indebtedness is a
public debt issue, is expressly subordinated on terms that are
customary for public subordinated debt transactions at the time of
issue for companies of similar credit standing and size and has a
maturity date that is no earlier than the date that is three (3) months
after the Maturity Date, (B) contains representations, warranties,
covenants, terms and provisions that are no more restrictive, taken as
a whole, than those contained in this Agreement, and (C) when added to
the outstanding amount of the Convertible Notes and any outstanding
Indebtedness incurred pursuant to clauses (g) and (h) of this Section
7.03, does not exceed $400 million in the aggregate at any time
outstanding;"
SECTION 1.08. Amendment to Section 7.06. Section 7.06(c) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(c) the Borrower may repay the Convertible Notes if either
(i) after giving pro forma effect to the repayment of the Convertible
Notes on a Pro Forma Basis, the Consolidated Total Leverage Ratio is
less than 3.50 to 1.00, or (ii) (A) in the event the Convertible Notes
remain outstanding on the first day of the RLL Maintenance Period, then
the Borrower maintains Liquidity of at least $160 million at all times
during the RLL Maintenance Period until the earlier of (x) the
expiration of the RLL Maintenance Period and (y) the date the
Convertible Notes have been repaid or refinanced as permitted hereby
and (B) after giving effect to any proposed repayment of the
Convertible Notes, irrespective of when paid, the Borrower has
Liquidity of at least $40 million;"
SECTION 1.09. Amendment to Section 7.06. Section 7.06(d) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(d) the Borrower may at any time, and from time to time after the
Closing Date, make Restricted Payments if, after giving
effect to such Restricted Payment, (x) there will be no Loans
outstanding or (y) there will be Loans outstanding (i)
Restricted Payments that do not exceed $50 million in any
fiscal year if, at the time of such Restricted Payment, the
Borrower's Senior Leverage Ratio is greater than or equal to
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2.00 to 1.00 and (ii) Restricted Payments that do not exceed
$100 million in any fiscal year if, at the time of such
Restricted Payment, the Borrower's Senior Leverage Ratio is
less than 2.00 to 1.00; provided, that, it is understood (A)
that this Section 7.06(d) does not apply to payments made in
respect of the Convertible Notes, which is governed by the
terms of Section 7.06(c) above and (B) that the Borrower may
make Restricted Payments in the form of (1) the repurchase,
redemption or retirement of any outstanding Equity Interest of
the Borrower with the proceeds of subordinated indebtedness,
the issuance of which is permitted pursuant to Section
7.03(f), (2) the withholding, repurchase, redemption or
retirement of any restricted Qualified Equity Interests issued
to employees and consultants of the Loan Parties, pursuant to
the Borrower's equity incentive plans approved by the
Borrower's Board of Directors and withheld by the Borrower
to satisfy tax obligations of such employees and/or
consultants at the time the forfeiture and transferability
restrictions cease, and (3) a purchase of a Call Option in
connection with the issuance of Indebtedness permitted
pursuant to Section 7.03(f), (h) or (k), in each case of (1),
(2) and (3) above, without regard to, and without decreasing
the availability of, the baskets set forth in clauses (y)(i)
and (y)(ii) above;"
SECTION 1.10. Amendment to Section 7.06. Section 7.06(e) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(e) the Borrower may issue or sell (x) Qualified Equity
Interests so long as such issuance or sale does not result in a Change of
Control and (y) other Equity Interests to the extent permitted by Section
7.03(f), (h) or (k);"
SECTION 1.11. Amendment to Section 7.06. Section 7.06(g) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(g) the Borrower may repurchase or refinance (x) its
outstanding Equity Interests out of the proceeds of a substantially concurrent
issue of, or an exchange for, Qualified Equity Interests and (y) Equity
Interests or Indebtedness issued pursuant to Section 7.03(f) or (k) with the
proceeds of the issuance of Qualified Equity Interests or other Indebtedness
permitted by Section 7.03 (and which complies with the terms of Section
7.03(k));"
SECTION 1.12. Amendment to Section 7.06. The following new subsections
are hereby added to Section 7.06 of the Credit Agreement:
"(h) the Borrower may repurchase or refinance Equity Interests
that evidence Indebtedness issued pursuant to Section 7.03(h);
(i) the Borrower may purchase a Call Option in connection with
a Convertible Note Issue and may exercise the Call Option (i) on a cash-less
basis to acquire an equal number of shares (or a substantially equal number in
the event of round lot purchase requirements relating to the Call Option) as are
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issued in connection with any conversion of all or part of the Indebtedness
issued in such Convertible Note Issue by the holders thereof and (ii) as is
provided in Section 7.06(j) below; and
(j) the Borrower may exercise a Call Option in connection with
any conversion of all or part of a Convertible Note Issue or may otherwise
redeem, retire or repurchase a Convertible Note Issue in connection with the
conversion of Indebtedness issued pursuant to a Convertible Note Issue in
accordance with its terms and make cash payments in lieu of issuing fractional
shares in connection with such conversion if (i) one or more of the holders of
such Convertible Note Issue elect to convert such Convertible Note Issue on a
net share settlement basis and (ii) after giving effect to the exercise of all
or part of such Call Option or such redemption, retirement or repurchase, as
applicable, on a Pro Forma Basis, (x) the Consolidated Total Leverage Ratio is
less than 3.50 to 1.00 and (y) the Liquidity will be greater than $50 million;
provided, however that in the event the Consolidated Total Leverage Ratio is
greater than 3.50 to 1.00, so long as Liquidity will be greater than $50
million, the Borrower may make Restricted Payments as described in this Section
7.06(j) up to $10 million in the aggregate."
SECTION 1.13. Amendment to Section 7.07. Section 7.07(e) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(e) Make any prepayment, redemption, defeasance or
acquisition for value (including, without limitation, by way of depositing money
or securities with the trustee with respect thereto before due for the purpose
of paying when due), or refund, refinance or exchange of any subordinated
Indebtedness permitted under Sections 7.03(b), 7.03(f), and 7.03(j) (including
any refinancing thereof pursuant to Section 7.03(k)) other than regularly
scheduled payments of principal and interest on such Indebtedness, refinancings
thereof permitted pursuant to Section 7.03(k) and prepayments of such
Indebtedness with the proceeds of a substantially concurrent issuance of
Qualified Equity Interests; provided, that, the Borrower may (x) repay the
Convertible Notes on the terms set forth in Section 7.06(c) and may exchange the
Convertible Notes in the Convertible Note Exchange and (y) make Restricted
Payments permitted by Section 7.06."
SECTION 1.14. Amendment to Section 7.09. Section 7.09 of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"Section 7.09 Transactions with Affiliates. Engage in any transaction
or series of transactions with (a) any Subsidiary or Affiliate of the Borrower
or any of its Subsidiaries, or (b) any Affiliate of any such Subsidiary or
Affiliate, whether or not in the ordinary course of business, other than on fair
and reasonable terms substantially as favorable to the Borrower or such
Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time
in a comparable arm's length transaction with a Person other than an Affiliate;
provided, that this Section 7.09 shall not restrict (i) transactions between
Loan Parties, (ii) transactions between Excluded Subsidiaries, (iii)
transactions whereby the Borrower or a Subsidiary provides management or
administrative services to a Subsidiary, (iv) customary indemnities of officers
and directors consistent with Law, payment of reasonable fees to directors and
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the customary issuance of directors' shares, or (v) transactions described in
clauses (a) and (b) above irrespective of whether or not done on an arms-length
basis that do not exceed $750,000 in the aggregate in any calendar year."
SECTION 1.15. Amendment to Section 7.17. Section 7.17(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(a) Maximum Consolidated Total Leverage Ratio. Permit the
Consolidated Total Leverage Ratio of the Borrower and its
Consolidated Subsidiaries at any time during any period of
four consecutive fiscal quarters to be greater than 4.0 to
1.0."
SECTION 1.16. Amendment to Section 7.17. Section 7.17(b) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(b) Maximum Consolidated Senior Leverage Ratio. Permit the
Consolidated Senior Leverage Ratio of the Borrower and its
Consolidated Subsidiaries at any time during any period of
four consecutive fiscal quarters to be greater than 3.0 to
1.0."
SECTION 1.17. Waiver. The Existing Lenders, for the purpose of
effecting the terms of this Second Amendment, hereby (a) waive any notice
requirements under Section 2.05(a) of the Credit Agreement in connection with
the prepayment of the outstanding Loans of the Terminating Lenders, (b) agree
that the outstanding Loans of the Terminating Lenders may be repaid in full,
together with all accrued and unpaid interest thereon and any other amounts
owing with respect thereto, without requiring the repayment of any other Loans
and hereby waive the provisions of Section 2.12(a) and Section 2.13 of the
Credit Agreement to the extent applicable thereto.
SECTION 1.18. Pay-Off of Terminating Lenders. Exhibit A attached hereto
sets forth the pay-off figures for all Obligations owed to the Terminating
Lenders, including all principal, interest, fees and other amounts owing
(including estimated breakage fees, if any) under the Credit Agreement and the
other Loan Documents as of February 28, 2007 and any per diem figures to the
extent the pay-off occurs after February 28, 2007 (collectively, the "Pay-Off
Amount"). Upon receipt of the Pay-Off Amount in full in cash by the
Administrative Agent for the account of the respective Terminating Lenders, the
Commitments of the Terminating Lenders shall be terminated and all Obligations
of the Borrower in respect of the outstanding Loans held by the Terminating
Lenders shall be paid and discharged in full.
SECTION 1.19. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders, as follows:
(a) After giving effect to the updated Schedules to the Credit
Agreement attached to this Amendment as Exhibit B, the representations
and warranties set forth in Article V of the Credit Agreement and in
each other Loan Document are true and correct in all material respects
on and as of the date hereof and on and as of the Second Amendment
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Effective Date (as defined below) with the same effect as though made
on and as of the date hereof or the Second Amendment Effective Date, as
the case may be, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all
material respects on and as of such earlier date), except that for
purposes of this Amendment, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section
6.01 of the Credit Agreement, including the statements in connection
with which this Amendment is delivered.
(b) On the date hereof and on the Second Amendment Effective
Date, no Default or Event of Default has occurred and is continuing.
(c) The execution, delivery and performance of this Amendment
by the Borrower have been duly authorized by all requisite corporate or
other organizational action.
(d) This Amendment constitutes the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms.
The execution, delivery and performance of this Amendment by the
Borrower do not and will not (i) contravene the terms of any of the Borrower's
Organization Documents; (ii) conflict with or result in any breach or
contravention of, or (except for the Liens created under the Loan Documents) the
creation of any Lien under, or require any payment to be made under (A) any
Contractual Obligation to which the Borrower or the Borrower's Affiliate is a
party or affecting the Borrower or the properties of the Borrower or any of its
subsidiaries or (B) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which the Borrower or its property is
subject; or (iii) violate any Law.
SECTION 1.20. Effectiveness. This Amendment shall become effective only
upon satisfaction of the following conditions precedent (the first date upon
which each such condition has been satisfied being herein called the "Second
Amendment Effective Date"):
(a) The Administrative Agent shall have received duly executed
counterparts of (i) this Amendment which, when taken together, bear the
authorized signatures of the Borrower, the Lenders and the Terminating
Lenders and (ii) the Reaffirmation of Guaranty which, when taken
together, bear the authorized signatures of each Subsidiary Guarantor
and the Administrative Agent.
(b) The Administrative Agent shall have received, for the
account of the respective Terminating Lenders, the Pay-Off Amount in
full in cash.
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(c) The Borrower shall have prepaid any other Loans
outstanding (and any additional amounts required pursuant to Section
3.05 of the Credit Agreement) to the extent necessary to keep the
outstanding Loans ratable with any revised Applicable Percentages
arising from any non-ratable increases in the Commitments on the Second
Amendment Effective Date.
(d) The representations and warranties set forth in Section
1.19 hereof shall be true and correct on and as of the Second Amendment
Effective Date.
(e) The Administrative Agent shall have received all fees and
expenses required to be paid by the Borrower pursuant to Section 1.23
of this Amendment.
(f) The Lenders shall have received such other documents,
legal opinions, instruments and certificates as they shall reasonably
request and such other documents, legal opinions, instruments and
certificates shall be satisfactory in form and substance to the Lenders
and their counsel. All corporate and other proceedings taken or to be
taken in connection with this Amendment and all documents incidental
thereto, whether or not referred to herein, shall be satisfactory in
form and substance to the Lenders and their counsel.
SECTION 1.21. Joinder of New Lenders. (a) Each New Lender, intending to
be legally bound, hereby joins and becomes a "Lender" under the Credit
Agreement, effective as of the Second Amendment Effective Date, and shall be
entitled to the benefits, rights, privileges and remedies of a Lender under the
Credit Agreement and each of the other Loan Documents as of the Second Amendment
Effective Date.
(b) Each New Lender (i) represents and warrants that (A) it
has full power and authority, and has taken all action necessary, to
execute and deliver this Amendment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement,
(B) it meets all requirements of an Eligible Assignee under the Credit
Agreement (subject to receipt of such consents as may be required under
the Credit Agreement), (C) from and after the Second Amendment
Effective Date, it shall be bound by the provisions of the Credit
Agreement and shall have the obligations of a Lender thereunder, (D) it
has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to
enter into this Amendment and to make its Commitment on the basis of
which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (E) if it
is a Foreign Lender, attached hereto is any documentation required to
be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by such New Lender; (ii) agrees that (A) it
will, independently and without reliance on the Administrative Agent or
any Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (B) it
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will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed
by it as a Lender; and (iii) specifies as its address for notices the
office designated in its Administrative Questionnaire provided to the
Administrative Agent.
SECTION 1.22. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
SECTION 1.23. Fees and Expenses. (a) The Borrower shall pay all
applicable fees and expenses as set forth in the Letter Agreement, dated as of
February 21, 2007, between the Borrower, Bank of America, N.A. and Banc of
America Securities LLC.
(b) The Borrower shall pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution, delivery and enforcement of this
Amendment, including, but not limited to, the reasonable fees and
disbursements of counsel.
SECTION 1.24. Lender Titles. From and after the Second Amendment
Effective Date, (a) Citibank, N.A. shall be the Syndication Agent and (b)
JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank
of Canada shall be the Co-Documentation Agents.
SECTION 1.25. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery by
facsimile by any of the parities hereto of an executed counterpart of this
Amendment shall be as effective as an original executed counterpart hereof and
shall be deemed a representation that an original executed counterpart hereof
will be delivered, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability or binding effect of this
Amendment.
SECTION 1.26. Credit Agreement. Except as expressly set forth herein,
the amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Credit Agreement or any other Loan
Document, nor shall they constitute a waiver of any Default or Event of Default,
nor shall they alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document. Each of the amendments provided herein
shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to by such amendment. Except as expressly
amended herein, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used in the Credit Agreement, the
terms "Agreement", "herein", "hereinafter", "hereunder", "hereto" and words of
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similar import shall include, from and after the Second Amendment Effective
Date, the Amended Agreement.
12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first above
written.
Borrower:
INTEGRA LIFESCIENCES HOLDINGS
CORPORATION, a Delaware corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A., as
Administrative Agent
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A., as Swing Line
Lender, L/C Issuer and as a Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CITIBANK, N.A., successor-by-merger
to CITIBANK, FSB, as Co-Syndication
Agent and as a Lender
By:/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK, as Co-Syndication
Agent and as a Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ROYAL BANK OF CANADA, as Co-
Documentation Agent and as a Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent and as
a Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
CITIZENS BANK PA, as a Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
SOVEREIGN BANK, as a Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
COMMERCE BANK, N.A., as a Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
PEOPLE'S BANK, as a Lender
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO, as a
Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
COMERICA BANK, as a Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
PNC BANK NATIONAL ASSOCIATION, as a
Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A., as a
Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as a New Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, as a New Lender
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank
CIBC INC., as a New Lender
By:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.,
as a New Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
Applicable
Lender Commitment Percentage
--------------------------------------------------------------------------------
Bank of America, N.A. $30,000,000.00 10.000000000%
Citibank, N.A. $30,000,000.00 10.000000000%
JPMorgan Chase Bank, NA $30,000,000.00 10.▇▇▇▇▇▇▇▇▇%
Royal Bank of Canada $30,000,000.00 10.▇▇▇▇▇▇▇▇▇%
Deutsche Bank Trust Company Americas $30,000,000.00 10.000000000%
Wachovia Bank, National Association $20,000,000.00 6.666666667%
Citizens Bank PA $20,000,000.00 6.666666667%
PNC Bank National Association $20,000,000.00 6.666666667%
HSBC Bank USA, National Association $15,000,000.00 5.000000000%
Commerce Bank, N.A. $15,000,000.00 5.000000000%
People's Bank $15,000,000.00 5.000000000%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank $12,500,000.00 4.166666667%
▇▇▇▇▇▇▇ Sachs Credit Partners L.P. $12,500,000.00 4.166666667%
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co $10,000,000.00 3.333333333%
CIBC Inc. $10,000,000.00 3.333333333%
TOTAL $300,000,000.00 100.000000000%