ex10-1.htm


     

    Exhibit
      10.1

    
 

    AMENDMENT
      NO. 4

    TO

    AMENDED
      AND RESTATED RECEIVABLES PURCHASE AGREEMENT

     

    THIS
      AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
      “Amendment”)
      dated as of December 28, 2007, is entered into among CONMED RECEIVABLES
      CORPORATION (“Seller”), CONMED
      CORPORATION (“Parent”), as initial
      Servicer, BANK OF AMERICA, N.A. (together with any other financial institution
      hereafter party hereto, each a “Purchaser” and
      collectively, the “Purchasers”) and BANK
      OF AMERICA, N.A., as administrator for Purchasers (in such capacity, the “Administrator”).  Capitalized
      terms used herein without definition shall have the meanings ascribed thereto
      in
      Appendix A of the Receivables Purchase Agreement, referred to below.

     

    PRELIMINARY
      STATEMENTS

     

    A.           
      Reference is made to that certain Amended and Restated Receivables Purchase
      Agreement dated as of October 23, 2003 among Seller, Parent, Purchasers and
      Administrator (as amended, restated, supplemented or modified from time to
      time,
      the “Receivables
      Purchase Agreement”).

     

    B.           
      The parties hereto have agreed to amend certain provisions of the Receivables
      Purchase Agreement upon the terms and conditions set forth herein.

     

    SECTION
      1.  Amendment.  The
      parties hereto hereby agree to amend the Receivables Purchase Agreement
      to:

     

    (a)           
      delete the definition of “Commitment Termination Date” set forth in Appendix A
      of the Receivables Purchase Agreement and substitute the following
      therefor:

     

    “Commitment
      Termination
      Date” means October 31, 2009, as such date may be extended from time to
      time with the consent of the parties to the Agreement.

     

    SECTION
      2.  Representations
      and
      Warranties.  Each of the parties hereto hereby represents and
      warrants to each other, as to itself that:

     

    (a)           
      this Amendment constitutes its legal, valid and binding obligation, enforceable
      against it in accordance with its terms except as enforceability may be limited
      by bankruptcy, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors' rights generally and by general principles of equity,
      regardless of whether such enforceability is considered in a proceeding in
      equity or at law; and

     

    (b)           
      on the date hereof, before and after giving effect to this Amendment, no
      Liquidation Event has occurred and is continuing.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      3.  Reference to and Effect on the Transaction Documents.

     

    (a)           
      Upon the effectiveness of this Amendment, (i) each reference in the Receivables
      Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be a
      reference to the Receivables Purchase Agreement as amended or otherwise modified
      hereby, and (ii) each reference to the Receivables Purchase Agreement in any
      other Transaction Document or any other document, instrument or agreement
      executed and/or delivered in connection therewith, shall mean and be a reference
      to the Receivables Purchase Agreement as amended or otherwise modified
      hereby.

     

    (b)           
      Except as specifically amended, terminated or otherwise modified above, the
      terms and conditions of the Receivables Purchase Agreement, of all other
      Transaction Documents and any other documents, instruments and agreements
      executed and/or delivered in connection therewith, shall remain in full force
      and effect and are hereby ratified and confirmed.

     

    (c)           
      The execution, delivery and effectiveness of this Amendment shall not operate
      as
      a waiver of any right, power or remedy of the Seller, Parent, Purchasers and
      Administrator under the Receivables Purchase Agreement or any other Transaction
      Document or any other document, instrument or agreement executed in connection
      therewith, nor constitute a waiver of any provision contained therein, in each
      case except as specifically set forth herein.

     

    SECTION
      4.  Execution in
      Counterparts.  This Amendment may be executed in any number of
      counterparts and by different parties hereto in separate counterparts, each
      of
      which when so executed and delivered shall be deemed to be an original and
      all
      of which taken together shall constitute but one and the same
      instrument.  Delivery of an executed counterpart of a signature page
      to this Amendment by telecopier shall be effective as delivery of a manually
      executed counterpart of this Amendment.

     

    SECTION
      5.  GOVERNING LAW.

     

    THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    SECTION
      6.  Headings.  Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other purpose.

     

    [Remainder
      of Page Deliberately Left Blank]

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto
      have caused this Amendment to be duly executed by their respective officers
      as
      of the date first above written.

    
      	 	 
	 	 
	 	
              CONMED
                RECEIVABLES CORPORATION, as Seller

            
	 	 	 
	 	
              By:

            	
               
/s/
                Robert D.
                Shallish, Jr.

            
	 	 	
              Name:  Robert
                D. Shallish, Jr.

            
	 	 	
              Title:  Vice
                President

            
	 	 
	 	 
	 	
              CONMED
                CORPORATION, as initial Servicer

            
	 	 	 
	 	
              By:

            	
               
/s/
                Robert D.
                Shallish, Jr.

            
	 	 	
              Name:  Robert
                D. Shallish, Jr.

            
	 	 	
              Title:  V.P.
                – Finance & CFO

            
	 	 
	 	 
	 	
              BANK
                OF AMERICA, N.A., as Purchaser

            
	 	 	 
	 	
              By:

            	
               
                /s/  Michael W. Brunner

            
	 	 	
              Name:  Michael
                W. Brunner

            
	 	 	
              Title:  Vice
                President

            
	 	 
	 	 
	 	
              BANK
                OF AMERICA, N.A., as Administrator

            
	 	 	 
	 	
              By:

            	
               
                /s/  Michael W. Brunner

            
	 	 	
              Name:  Michael
                W. Brunner

            
	 	 	
              Title:  Vice
                President

            


    

     

     

     

    

      Signature
        Page to Amendment No. 4