EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT dated as of February 15, 2006 (this "Amendment"), among
INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
"Borrower"), the lenders party to the Credit Agreement (as defined below)
(collectively, the "Lenders"), BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer (the "Administrative Agent"), CITIBANK, FSB and
SUNTRUST BANK, as Co-Syndication Agents (the "Co-Syndication Agents") and ROYAL
BANK OF CANADA and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation
Agents (the "Co-Documentation Agents").
PRELIMINARY STATEMENTS:
(1) The Borrower, the 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
(as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement" and the
Credit Agreement, as amended by, and together with this
Amendment, 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 has requested the Lenders to amend certain
provisions of the Credit Agreement.
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 Section 1.01. The definition of "Permitted
Acquisition" set forth in Section 1.01 of the Credit Agreement is hereby amended
by deleting the words "by any Loan Party" from the first line thereof.
SECTION 1.02. Amendment to Section 7.03. Section 7.03(e) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(e) intercompany Indebtedness constituting an Investment that
is permitted under Sections 7.02(d), (e), (f) or (g)."
SECTION 1.03. 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 hereto, 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 Amendment Effective Date (as defined below)
with the same effect as though made on and as of the date hereof or the
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).
(b) On the date hereof and on the 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 and each of its Subsidiaries 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 and each of its Subsidiaries, enforceable
against each such party in accordance with its terms.
(e) The execution, delivery and performance of this Amendment
by the Borrower and each of its Subsidiaries do not and will not (i)
contravene the terms of any of such Person'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 such Person or such Person's Affiliate
is a party or affecting such Person or the properties of such Person or
any of its subsidiaries or (B) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person
or its property is subject; or (iii) violate any Law.
SECTION 1.04. 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 "Amendment
Effective Date"):
(a) The Administrative Agent shall have received duly executed
counterparts of this Amendment which, when taken together, bear the
authorized signatures of the Borrower, each Subsidiary Guarantor and
the Required Lenders.
(b) The representations and warranties set forth in Section
1.03 shall be true and correct on and as of the Amendment Effective
Date.
(c) 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 1.05. 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 1.06. Fees and Expenses. 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 1.07. 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 1.08. Guarantor Confirmation. By its execution and delivery
hereof, each Subsidiary Guarantor acknowledges and agrees that, as provided in
Article II of the Subsidiary Guaranty, such Subsidiary Guarantor's obligations
under the Subsidiary Guaranty shall not be released, diminished, impaired,
reduced or adversely affected by the execution, delivery or performance of this
Amendment, and waives any rights which such Subsidiary Guarantor might otherwise
have to make any claim to the contrary. Each Subsidiary Guarantor hereby
confirms that the Subsidiary Guaranty is, and after the effectiveness of this
Amendment shall remain, in full force and effect, and enforceable against such
Subsidiary Guarantor in accordance with its terms. Each Subsidiary Guarantor
hereby acknowledges that the Administrative Agent and the Lenders are relying
upon the foregoing agreements of such Subsidiary Guarantor in entering into this
Amendment.
SECTION 1.09. 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
similar import shall include, from and after the Amendment Effective Date, the
Amended Agreement.
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/ David B. Holtz
--------------------------------
Name: David B. Holtz
Title: Senior Vice President, Finance
Subsidiary Guarantors:
INTEGRA LIFESCIENCES CORPORATION,
a Delaware corporation
By:/s/ David B. Holtz
--------------------------------
Name: David B. Holtz
Title: Senior Vice President, Finance
INTEGRA LIFESCIENCES INVESTMENT
CORPORATION, a Delaware corporation
By: /s/ David B. Holtz
--------------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA OHIO, INC., a Delaware
corporation
By: /s/ David B. Holtz
--------------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA RADIONICS, INC., a
Delaware corporation
By: /s/ David B. Holtz
-------------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA CLINICAL EDUCATION
INSTITUTE, INC., a Delaware
corporation
By: /s/ David B. Holtz
-------------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA HEALTHCARE PRODUCTS LLC,
a Delaware limited liability
company
By: Integra LifeSciences
Corporation, its sole member
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Senior Vice President, Finance
J. JAMNER SURGICAL INSTRUMENTS,
INC., a Delaware corporation
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
JARIT INSTRUMENTS, INC., a
Delaware corporation
By: /s/ David B. Holtz
------------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA SELECTOR CORPORATION, a
Delaware corporation
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
SPINAL SPECIALTIES, INC., a
Delaware corporation
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA NEUROSCIENCES (IP), INC.,
a Delaware corporation
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA NEUROSCIENCES
(INTERNATIONAL), INC., a Delaware
corporation
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
INTEGRA LIFESCIENCES (FRANCE) LLC,
a Delaware limited liability company
By: Integra NeuroSciences
(International), Inc., its
sole member
By: /s/ David B. Holtz
-----------------------------
Name: David B. Holtz
Title: Vice President and Treasurer
BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender, L/C Issuer and
as a Lender
By: /s/ Amie L. Edwards
----------------------------------
Name: Amie L. Edwards
Title: Vice President
CITIBANK, FSB, as Co-Syndication Agent
and as a Lender
By:
-----------------------------------
Name:
Title:
SUNTRUST BANK, as Co-Syndication Agent
and as a Lender
By: /s/ Gregory M. Ratliff
----------------------------------
Name: Gregory M. Ratliff
Title: Vice President
ROYAL BANK OF CANADA, as Co-Documentation
Agent and as a Lender
By: /s/ Gordon MacArthur
----------------------------------
Name: Gordon MacArthur
Title: Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agent and as a Lender
By: /s/ Jeanette A. Griffin
----------------------------------
Name: Jeanette A. Griffin
Title: Director
CITIZENS BANK PA, as a Lender
By: /s/ Mark W. Torie
----------------------------------
Name: Mark W. Torie
Title:SVP
PNC BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ Phillip J. Clark
----------------------------------
Name: Phillip J. Clark
Title: Vice President
SOVEREIGN BANK, as a Lender
By: /s/ John T. Harrison
-----------------------------------
Name: John T. Harrison
Title: Senior Vice President
THE BANK OF NEW YORK, as a Lender
By: /s/ Stephen G. Necel
-----------------------------------
Name: Stephen G. Necel
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By:
------------------------------------
Name:
Title:
By:
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Name:
Title:
HSBC BANK USA, NA, as a Lender
By:
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Name:
Title:
COMMERCE BANK, N.A., as a Lender
By: /s/ Daniel R. Vereb
------------------------------------
Name: Daniel R. Vereb
Title: Vice President
PEOPLE'S BANK, as a Lender
By: /s/ George F. Paik
------------------------------------
Name: George F. Paik
Title: Vice President
BROWN BROTHERS HARRIMAN & CO, as
a Lender
By: /s/ John D. Rogers
--------------------------------
Name: John D. Rogers
Title: Senior Vice President
COMERICA BANK, as a Lender
By: /s/ Neran Shaya
---------------------------------
Name: Neran Shaya
Title:Vice President