Exhibit 10.40
SECOND ALLONGE
to
AGREEMENT OF AMENDMENT
TO
LOAN AND SECURITY AGREEMENT, MORTGAGE,
ASSIGNMENT OF LEASES
AND OTHER DOCUMENTS
This modification ("Second Allonge to Agreement of Amendment") made this
27th day of March, 2003 to the Agreement of Amendment to Loan and Security
Agreement, Mortgage, Assignment of Leases and Other Documents effective March
13, 2002, as amended ("Agreement of Amendment") among FLEET NATIONAL BANK,
("Lender"); OSTEOTECH, INC., a Delaware Corporation, CAM IMPLANTS, INC., a
Colorado Corporation, OSTEOTECH, B.V., H.C. IMPLANTS, B.V., OSTEOTECH IMPLANTS,
B.V., OSTEOTECH/CAM SERVICES, B.V., each a Company of The Netherlands,
OSTEOTECH, S.A., and OST DEVELOPPEMENT, S.A., each a Corporation of France
(jointly and severally "Borrower") and to which Agreement of Amendment these
presents are so firmly affixed as to become a part thereof.
A. Notwithstanding anything to the contrary set forth in the Agreement of
Amendment, the Agreement of Amendment is hereby amended as follows:
1. Paragraph 3A(2) (relating to the second paragraph of the Revolving
Note) is hereby amended to read as follows:
Prior to January 1, 2002, this Note bore interest at the option of
the Borrower, at either Lender's Prime Rate minus three-quarters of
one percent or the applicable Base LIBOR Rate plus 175 basis points.
Effective January 1, 2002 and ending on the date Lender receives
Borrower's Quarterly Report on Form 10Q for the quarter ending March
31, 2003, this Note bears interest and is repayable in monthly
installments of interest only (and not principal) at a fluctuating
interest rate per annum equal at all times to either (a) the
Lender's Prime Rate (as hereinafter defined) of interest in effect
from time to time plus 150 basis points, each change in such
fluctuating rate to take effect simultaneously with the
corresponding change in such Prime Rate, without notice to the
undersigned or (b) the applicable Base LIBOR Rate as defined in the
Loan Agreement plus 400 basis points, at the option of the Borrower
pursuant to the Loan Agreement. Commencing with the receipt by
Lender of Borrower's March 31, 2003 financial statements, and
effective following the filing with the Securities and Exchange
Commission ("SEC") and delivery to Lender thereafter of Borrower's
Quarterly Report on Form 10Q for the quarter ending March 31, 2003,
interest is repayable in accordance with the following at the option
of Borrower, if the ratio of the Borrower's Senior Funded Debt as
determined in accordance with generally accepted accounting
principles consistently applied, to EBITDA as more fully described
below ("Ratio") is as follows:
Ratio Option -or- Option
----- ------ ---- ------
Less than 1.5:1 Base LIBOR +225 bp ("Libor Rate") Prime Rate - 25bp
1.5:1 - 2.5:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 50 bp
2.5:1 - 3.99:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 100 bp
4.0 and greater Base LIBOR + 400 bp ("Libor Rate") Prime Rate + 150 bp
For purposes of determining the Ratio:
(i) The first determination will be made by Lender for the first
quarter, 2003. Each determination by Lender will be made by
dividing (a) the Senior Funded Debt of the Borrower as of the
last day of each fiscal quarter by (b) the Borrower's EBITDA
determined on a rolling four quarter basis. Each determination
of the Ratio will be made by Lender, upon delivery to Lender
of either the Borrower's Quarterly Report on Form 10Q or
Annual Report on Form 10K, on a rolling four quarter basis;
and
(ii) Senior Funded Debt means all indebtedness of the Borrower
owing to financial institutions, all bonds, notes and
debentures payable by the Borrower (unless subordinated to
Fleet National Bank), all outstanding letters of credit issued
for the account of the Borrower, and all capital leases of the
Borrower.
Each payment is to be made on the first day of each month. In no
event is the interest rate to be higher than the maximum lawful
rate. The Prime Rate of Lender means the fluctuating Prime Rate of
interest established by Fleet National Bank from time to time
whether or not such rate shall be otherwise published. The Prime
Rate is established for the convenience of Lender. It is not
necessarily Lender's lowest rate. In the event that there should be
a change in the Prime Rate of Lender, such change shall be effective
on the date of such change without notice to Borrower or any
guarantor, endorser or surety. Any such change will not effect or
alter any other term or conditions of this Note.
2. Paragraph 3B(1) (relating to the second paragraph of the Equipment Loan
Note) is hereby amended to read as follows:
Prior to January 1, 2002, this Note bore interest, at the option of
the Borrower at either the Lender's Prime Rate minus one-half of one
percent or the applicable Base LIBOR Rate plus 175 basis points.
Effective as of the Conversion Date, the Borrower began monthly
payments of principal and interest, such principal payments
repayable in 84 equal monthly installments, the first of such
payments was made as of the second month following the Conversion
Date and on the same day of each successive month. As of the
Conversion Date through December 31, 2001, this Note bore interest
at the applicable LIBOR Rate (Equipment) defined in the Loan
Agreement. Effective January 1, 2002 and ending on the date Lender
receives Borrower's Quarterly Report on Form 10Q for the quarter
ending March 31, 2003, this Note bears interest and is repayable in
monthly installments of interest, such interest to be at a
fluctuating interest rate per annum equal at all times to either (a)
the Lender's Prime Rate (as hereinafter defined) of interest in
effect from time to time plus 150 basis points,
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each change in such fluctuating rate to take effect simultaneously
with the corresponding change in such Prime Rate, without notice to
the undersigned or (b) the applicable Base LIBOR Rate as defined in
the Loan Agreement plus 400 basis points, at the option of the
Borrower pursuant to the Loan Agreement. Effective September 10,
2001 the Borrower was to commence payment of principal, together
with interest, in 84 equal monthly installments on the same day of
each successive month thereafter commencing December 1, 2001.
Borrower is to continue making such principal and interest payments
and, upon the 84th such installment payment (the "Maturity Date"),
the full amount of unpaid principal together with unpaid accrued
interest is due and payable. Commencing with the receipt by Lender
of Borrower's March 31, 2003 financial statements, and effective
following the filing with the SEC and delivery to Lender thereafter
of Borrower's Quarterly Report on Form 10Q for the quarter ending
March 31, 2003, interest is repayable in accordance with the
following at the option of Borrower, if the ratio of the Borrower's
Senior Funded Debt as determined in accordance with generally
accepted accounting principles consistently applied, to EBITDA as
more fully described below ("Ratio") is as follows:
Ratio Option -or- Option
----- ------ ---- ------
Less than 1.5:1 Base LIBOR +225 bp ("Libor Rate") Prime Rate - 25bp
1.5:1 - 2.5:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 50 bp
2.5:1 - 3.99:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 100 bp
4.0 and greater Base LIBOR + 400 bp ("Libor Rate") Prime Rate + 150 bp
For purposes of determining the Ratio:
(i) The first determination will be made by Lender for the first
quarter, 2003. Each determination by Lender will be made by
dividing (a) the Senior Funded Debt of the Borrower as of the
last day of each fiscal quarter by (b) the Borrower's EBITDA
determined on a rolling four quarter basis. Each determination
of the Ratio will be made by Lender upon delivery to Lender of
either the Borrower's Quarterly Report on Form 10Q or Annual
Report on Form 10K, on a rolling four quarter basis; and
(ii) Senior Funded Debt means all indebtedness of the Borrower
owing to financial institutions, or bonds, notes and
debentures payable by the Borrower (unless subordinated to
Fleet National Bank), all outstanding letters of credit issued
for the account of the Borrower, and all capital leases of the
Borrower.
Each payment is to be made on the first day of each month. In no
event is the interest rate to be higher than the maximum lawful
rate. The Prime Rate of Lender means the fluctuating Prime Rate of
interest established by Fleet National Bank from time to time
whether or not such rate shall be otherwise published. The Prime
Rate is established for the convenience of Lender. It is not
necessarily Lender's lowest rate. In the event that there should be
a change in the Prime Rate of Lender, such change shall be effective
on the date of such
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change without notice to Borrower or any guarantor, endorser or
surety. Any such change will not effect or alter any other term or
conditions of this Note.
3. Paragraph 3C(1) (relating to the second paragraph of the Mortgage Note)
is hereby amended to read as follows:
Prior to January 1, 2002, this Note bore interest during each
calendar month at a fixed rate of 7.38% per annum. Effective January
1, 2002 and ending on the date Lender receives Borrower's Quarterly
Report on Form 10Q for the quarter ending March 31, 2003, this Note
bears interest and is repayable in monthly installments of interest
at a fluctuating interest rate per annum equal at all times to
either (a) the Lender's Prime Rate (as hereinafter defined) of
interest in effect from time to time plus 150 basis points, each
change in such fluctuating rate to take effect simultaneously with
the corresponding change in such Prime Rate, without notice to the
undersigned or (b) the applicable Base LIBOR Rate as defined in the
Loan Agreement plus 400 basis points, at the option of the Borrower
pursuant to the Loan Agreement. Commencing with the receipt by
Lender of Borrower's March 31, 2003 financial statements, and
effective following the filing with the SEC and delivery to Lender
thereafter of Borrower's Quarterly Report on Form 10Q for the
quarter ending March 31, 2003, interest is repayable in accordance
with the following at the option of Borrower, if the ratio of the
Borrower's Senior Funded Debt as determined in accordance with
generally accepted accounting principles consistently applied, to
EBITDA as more fully described below ("Ratio") is as follows:
Ratio Option -or- Option
----- ------ ---- ------
Less than 1.5:1 Base LIBOR +225 bp ("Libor Rate") Prime Rate - 25bp
1.5:1 - 2.5:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 50 bp
2.5:1 - 3.99:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 100 bp
4.0 and greater Base LIBOR + 400 bp ("Libor Rate") Prime Rate + 150 bp
For purposes of determining the Ratio:
(i) The first determination will be made by Lender for the first
quarter, 2003. Each determination by Lender will be made by
dividing (a) the Senior Funded Debt of the Borrower as of the
last day of each fiscal quarter by (b) the Borrower's EBITDA
determined on a rolling four quarter basis. Each determination
of the Ratio will be made by Lender upon delivery to Lender of
either the Borrower's Quarterly Report on Form 10Q or Annual
Report on Form 10K, on a rolling four quarter basis; and
(ii) Senior Funded Debt means all indebtedness of the Borrower
owing to financial institutions, all bonds, notes and
debentures payable by the Borrower (unless subordinated to
Fleet National Bank), all outstanding letters of credit issued
for the account of the Borrower, and all capital leases of the
Borrower.
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The first thirteen (13) months of principal and interest was to be
paid by the Borrower to Lender in equal installments of principal
and interest in the amount of Thirty-Six Thousand Two Hundred Three
Dollars - 56/100 ($36,203.56) commencing February 1, 2001 and on the
same day of each successive month thereafter. Effective as of the
date of the Agreement of Amendment, remaining principal and interest
is to be paid during and throughout the period of one hundred seven
(107) months in equal payments of principal in the amount of
Nineteen Thousand Three Hundred Twenty-Nine - 36/100 Dollars
($19,329.36), together with accrued interest by the Borrower to
Lender on the first day of each month commencing on April 1, 2002,
and on the same day of each successive month thereafter. Upon the
107th such installment (the "Maturity Date"), the full amount of
unpaid principal, together with unpaid accrued interest is due and
payable. In no event is the interest rate to be higher than the
maximum lawful rate. The Prime Rate of Lender means the fluctuating
Prime Rate of interest established by Fleet National Bank from time
to time whether or not such rate shall be otherwise published. The
Prime Rate is established for the convenience of Lender. It is not
necessarily Lender's lowest rate. In the event that there should be
a change in the Prime Rate of Lender, such change shall be effective
on the date of such change without notice to Borrower or any
guarantor, endorser or surety. Any such change will not effect or
alter any other term or conditions of this Note.
4. Paragraph 3D(7) (relating to Section 1.4(k) of the Loan Agreement) is
hereby amended to read as follows:
Notwithstanding the foregoing provisions of Section 1.4, and in the
absence of Default, effective January 1, 2002 and ending on the date
Lender receives Borrower's Quarterly Report on Form 10Q for the
quarter ending March 31, 2003, interest accrues on the Loan and is
repayable in monthly installments of interest at a fluctuating
interest rate per annum equal at all times to either (a) the
Lender's Prime Rate of interest in effect from time to time plus 150
basis points, each change in such fluctuating rate to take effect
simultaneously with the corresponding change in such Prime Rate,
without notice to the Borrower or (b) the applicable Base LIBOR Rate
as defined in the Loan Agreement plus 400 basis points ("LIBOR
Rate"), at the option of the Borrower pursuant to the Agreement of
Amendment. Commencing with the receipt by Lender of Borrower's March
31, 2003 financial statements, and effective following the filing
with the SEC and delivery to Lender thereafter of Borrower's
Quarterly Report on Form 10Q for the quarter ending March 31, 2003,
interest is repayable in accordance with the following at the option
of Borrower, if the ratio of the Borrower's Senior Funded Debt as
determined in accordance with generally accepted accounting
principles consistently applied, to EBITDA as more fully described
below ("Ratio") is as follows:
Ratio Option -or- Option
----- ------ ---- ------
Less than 1.5:1 Base LIBOR +225 bp ("Libor Rate") Prime Rate - 25bp
1.5:1 - 2.5:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 50 bp
2.5:1 - 3.99:1 Base LIBOR + ▇▇▇ ▇▇ ("▇▇▇▇▇ Rate") Prime Rate + 100 bp
4.0 and greater Base LIBOR + 400 bp ("Libor Rate") Prime Rate + 150 bp
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For purposes of determining the Ratio:
(i) The first determination will be made by Lender for the first
quarter, 2003. Each determination by Lender will be made by
dividing (a) the Senior Funded Debt of the Borrower as of the
last day of each fiscal quarter by (b) the Borrower's EBITDA
determined on a rolling four quarter basis. Each determination
of the Ratio will be made by Lender upon delivery to Lender of
either the Borrower's Quarterly Report on Form 10Q or Annual
Report on Form 10K, on a rolling four quarter basis; and
(ii) Senior Funded Debt means all indebtedness of the Borrower
owing to financial institutions, all bonds, notes and
debentures payable by the Borrower (unless subordinated to
Fleet National Bank), all outstanding letters of credit issued
for the account of the Borrower, and all capital leases of the
Borrower.
The interest rates herein provided also apply following any
applicable Conversion Date.
5. Paragraph 3D(15) (relating to Section 6.15 of the Loan Agreement) is
hereby amended to read as follows:
Section 6.15 Fees
A new section 6.15(d) is hereby added as follows:
6.15(d) Waiver and Amendment Fee. The Borrower is to pay to Lender a
waiver and amendment fee of $100,000.00 payable upon execution of
the Second Allonge to Agreement of Amendment.
6. Paragraph 3D(16) (relating to Section 6.17(h) and Section 6.17(j) of
the Loan Agreement) is hereby amended to read as follows:
Section 6.17 Additional Covenants
The following new sections to Section 6.17 are hereby added as
follows:
The Borrower is to perform and/or deliver the following, in form and
substance satisfactory to Lender, not later than 45 days from the
date of the execution of the Second Allonge to Agreement of
Amendment in the case of 6.17(h); and not later than April 30, 2003
in the case of 6.17(j):
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6.17(h) Reimbursement of all costs incurred by Lender in conducting
an appraisal of all domestic Equipment; and
6.17(j) delivery of an appraisal of all domestic Equipment.
6. Paragraph 3D(22) (relating to Section 7.15 of the Loan Agreement) is
hereby amended to read as follows:
Section 7.15 EBITDA Ratio
Osteotech, Inc. is not to cause or permit any of the following:
(a) For the first quarter of 2002, the earnings before
interest, taxes, depreciation and amortization of Osteotech,
Inc. and its Subsidiaries ("EBITDA") to be less than
$1,100,000.00 (the fee payable pursuant to Section 6.15(b),
attorneys' fees payable by the Borrower hereunder, appraisal
fees, collateral review exam fees, counsel fees payable by the
Borrower to implement the pledge of stock set forth in Article
4(c) and related expenses ("Excluded Expenses")) are not to be
included in this determination);
(b) For the second quarter of 2002, EBITDA to be less than
$1,920,000.00 (Excluded Expenses are not to be included in
this determination);
(c) For the third quarter of 2002, the ratio of EBITDA less
capital expenditures, less cash taxes (multiplied by 4) to the
current maturities of long term debt plus interest expense, to
be less than 1:1 (Excluded Expenses are not to be included in
this determination);
(d) For the fourth quarter of 2002, a minimum EBITDA of
$1,570,000.00 (Excluded Expenses are not to be included in
this determination);
(e) For the first quarter of 2003, the ratio of EBITDA for
such quarter less capital expenditures, less cash taxes (all
multiplied by 4) to the current maturities of long term debt
plus (first quarter interest expense multiplied by 4), to be
less than 1:1 (Excluded Expenses are not to be included in
this determination);
(f) For the second quarter of 2003, the ratio of EBITDA for
the first and second quarters of 2003 less capital
expenditures, less cash taxes (all divided by 2 and then
multiplied by 4) to the current maturities of long term debt
plus (interest expense
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for the first and second quarters divided by 2 and then
multiplied by 4), to be less than 1:1 (Excluded Expenses are
not to be included in this determination);
(g) For the third quarter of 2003, the ratio of EBITDA for the
first, second and third quarters of 2003 less capital
expenditures, less cash taxes (all divided by 3 and then
multiplied by 4) to the current maturities of long term debt
plus (interest expense for the first, second and third
quarters divided by 3 and then multiplied by 4), to be less
than 1.25:1 (Excluded Expenses are not to be included in this
determination);
(h) For the fourth quarter of 2003, the ratio of EBITDA for
the first, second, third and fourth quarters of 2003 less
capital expenditures, less cash taxes to the current
maturities of long term debt plus interest expense for the
first, second, third and fourth quarters, determined on a
rolling four quarter basis, to be less than 1.25:1 (Excluded
Expenses are not to be included in this determination); or
(i) Thereafter, the ratio of EBITDA less capital expenditures
less cash taxes to the current maturities of long term debt
plus interest expense, determined on a rolling four quarter
basis, to be less than 1.25:1 (Excluded Expenses are not to be
included in this determination).
Non-compliance by the Borrower with its prior covenant that its
ratio of EBITDA less capital expenditures, less cash taxes
(multiplied by 4) to the current maturities of long term debt plus
interest expense be not less than 1:1 for the third quarter of 2002
is hereby waived by Lender. Such waiver shall be without prejudice
in the event of any other Default hereunder. Such waiver is also not
to be deemed a waiver of any further or other non-compliance or
Default. Non-compliance by the Borrower with its prior covenant of a
minimum EBITDA of $1,570,000 for the fourth quarter of 2002 is
hereby waived by Lender. Such waiver shall be without prejudice in
the event of any other Default hereunder. Such waiver is also not to
be deemed a waiver of any further or other non-compliance or
Default.
All of the foregoing is to be determined in accordance with
generally accepted accounting principles consistently applied.
7. Paragraph 3D(35) (relating to Section 11.4 of the Loan Agreement) is
hereby amended to read as follows:
Section 11.4 Right to Appraise
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11.4(a) Lender has the right to appraise and re-appraise the
Property or Collateral at any time, including, but not limited to,
(A) a Collateral review and appraisal of the Property not later than
April 30, 2002, which has already been completed, and (B) a
Collateral review and field examination of the Collateral not later
than May 15, 2003. Lender also has the right to appraise and
re-appraise the Property in any federally related transaction
defined under Title XI of the Financial Institutions, Reform,
Recovery and Enforcement Act of 1989, 12 U.S.C. 3310 et seq. and
Section V(b) of the Bank Holding Company Act, 12 U.S.C. 1844 et seq.
or upon:
(i) Lender having reasonably determined that the quality of the
credit shall have diminished;
(ii) there occurs a material adverse change in the condition of the
real estate market;
(iii) Lender having reasonably determined that the condition of the
said Collateral has deteriorated; and/or
(iv) such reappraisal is required by any regulatory authority having
jurisdiction over Lender.
11.4(b) Borrower is to reimburse Lender not more than once each year
(which limitation does not apply in the event of Default) for any
reasonable fees, costs, expenses or charges incurred by Lender in
engaging any such appraiser or reviewing and documenting such
appraisal or reappraisal and such fees are part of the Debt, payable
on demand.
11.4(c) Borrower is to (i) provide any information as reasonably
requested by Lender in order to perform the appraisal or reappraisal
and (ii) permit any appraiser designated by Lender to enter the
Property or other location at any reasonable time for the purpose of
conducting the appraisal or reappraisal subject to the limitations
of Section 6.8; the terms of which apply to all appraisers or
consultants so designated by Lender.
11.4(d) Borrower agrees that all appraisals, inspections and/or
reports prepared by Lender or commissioned by Lender are the
exclusive property of Lender, except that Borrower will be entitled
to a copy of such appraisal provided that Borrower executes such
documents reasonably requested by Lender by which Borrower will,
among other things, hold Lender harmless from any statements or
other information contained in such appraisals or reports. Nothing
contained in any such appraisal or reports constitutes a
representation or warranty by Lender as to any matter or fact with
respect to the Loan. The Borrower agrees that it will not use or
rely upon such reports in any way, nor is the Borrower to provide
the reports or any copies, summaries or outlines of same to any
third party except by reason of court order or applicable law.
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B. Notwithstanding anything to the contrary set forth in the Loan
Agreement, the Loan Agreement is hereby amended as follows:
1. The following is added as Section 6.7(e) to the Loan Agreement:
6.7(e) On or before the tenth (10th) day of each month, the detailed
aging reports setting forth the amount due and owing on domestic
Accounts on the Borrower's books as of the close of the preceding
month, and, upon request, together with a reconciliation report
satisfactory to Lender showing all sales, collections, payments and
adjustments to Accounts, together with a current list of names and
addresses of all account debtors on the Borrower's books as of the
close of the preceding month.
3. The following is added as Section 6.7(f) to the Loan Agreement:
6.7(f) On or before the tenth (10th) day of each month, a report, in
form and substance satisfactory to Lender, showing the value of cash
and marketable securities held by Borrower as of the close of the
preceding month. In the event that such value, is less than
$10,000,000, Lender may (a) engage an independent consultant
acceptable to Lender, at the expense of Borrower, to provide such
reports as Lender may require concerning the operations, management
and affairs of Borrower; and (b) Borrower will promptly execute such
documents as Lender may require, at the expense of Borrower, to
grant to Lender a first and only priority perfected security
interest in all of the Borrower's general intangibles, including,
but not limited to, all of Borrower's patents and patent
applications, whether or not registered.
4. The following is added as Section 6.7(g) to the Loan Agreement:
On or before the twentieth (20th) day of each of the first two
months of each fiscal quarter, a statement of the Borrower's
consolidated and consolidating cash flow and profit and loss as of
the close of the preceding month, prepared and certified in a manner
consistent with Section 6.7(b).
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Except as specifically modified herein, all of the terms and conditions of
the Agreement of Amendment, as amended, Loan Agreement, and the certificates and
other documents executed in connection therewith, shall remain in full force and
effect and any term in initial capitals and not otherwise defined herein shall
have the meaning ascribed thereto in the Agreement of Amendment.
IN WITNESS WHEREOF, the parties have signed this Second Allonge to
Agreement of Amendment.
Witness: OSTEOTECH, INC.
A Delaware Corporation
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
Witness: CAM IMPLANTS, INC.
A Colorado Corporation
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Witness: OSTEOTECH, B.V.
A Company of The Netherlands
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
Witness: H.C. IMPLANTS, B.V.
A Company of The Netherlands
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
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Signatures continued ......
............................ continuation of signatures to Second Allonge to
Agreement of Amendment
Witness: OSTEOTECH IMPLANTS, B.V.
A Company of The Netherlands
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
Witness: OSTEOTECH/CAM SERVICES, B.V.
A Company of The Netherlands
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
Witness: OSTEOTECH, S.A.
A Corporation of France
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
Witness: OST DEVELOPPEMENT, S.A.
A Corporation of France
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Managing Director
Witness: FLEET NATIONAL BANK
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Senior Vice President
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