EX-10.25




 Exhibit 10.25 

FIRST AMENDMENT 
 FIRST
AMENDMENT, dated as of June 6, 2022 (this “Amendment”), to the Seventh Amended and Restated Credit Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CONMED Corporation, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the
Borrowers; 
 WHEREAS, the Parent Borrower has further requested that the Credit Agreement be amended as set forth herein; and 

WHEREAS, Lenders constituting the Required Lenders are willing to agree to this Amendment on the terms set forth herein. 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 

SECTION 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in
the Credit Agreement. 
 SECTION 2. Amendments. 

(a)    Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended as follows: 

(i)    The definition of “Consolidated Senior Secured Leverage Ratio” is hereby amended by deleting the
reference therein to “$25,000,000” and substituting in lieu thereof the dollar amount “$75,000,000”. 

(ii)    The definition of “Consolidated Total Leverage Ratio” is hereby amended by deleting the reference
therein to “$25,000,000” and substituting in lieu thereof the dollar amount “$75,000,000”. 

(iii)    The definition of “Indebtedness” is hereby amended by inserting the following proviso at the end
thereof: 
 “; provided that no Earn-Out Consideration (as defined in the In2Bones Merger
Agreement (as in effect on the First Amendment Effective Date)) shall constitute Indebtedness unless and until such obligation is finally determined to be due and payable under the In2Bones Merger Agreement and solely if not paid within five days
after the date it is finally determined to be due and payable.” 











 (b)    Section 1.1 (Defined Terms) of the Credit Agreement is
hereby further amended by inserting the following new definitions in proper alphabetical order: 
 “First Amendment”: the
First Amendment to this Agreement, dated as of June 6, 2022. 
 “First Amendment Effective Date”: the date on which the
conditions set forth in Section 3 of the First Amendment shall have been satisfied, which date is June 6, 2022. 
 In2Bones
Merger Agreement”: the Agreement and Plan of Merger, dated as of May 4, 2022, by and among In2Bones Global, Inc., the Parent Borrower, Odyssey Merger Sub, Inc. and Sheryl Moroschak, as representative of the Holders (as defined
therein). 
 SECTION 3. Conditions to Effectiveness of Amendment. The amendments set forth in this Amendment shall become
effective on the date (the “First Amendment Effective Date”) on which the following conditions precedent have been satisfied: 

(a)    The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the
Parent Borrower, each Foreign Subsidiary Borrower party to the Credit Agreement on the First Amendment Effective Date and Lenders constituting the Required Lenders. 

(b)    The Lenders and the Administrative Agent shall have received (to the extent invoiced at least two Business Days
prior to the First Amendment Effective Date) all fees and reasonable and documented expenses required to be paid on or before the First Amendment Effective Date pursuant to the Credit Agreement and this Amendment (including the reasonable and
documented fees and expenses of one legal counsel pursuant to Section 6 below). 
 SECTION 4. Representations and
Warranties. Each Borrower hereby represents and warrants that (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is, after giving effect to this Amendment, true and correct in all
material respects (or in all respects if qualified by materiality) on and as of the First Amendment Effective Date as if made on and as of the First Amendment Effective Date, except for representations and warranties expressly stated to relate to a
specific earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (b) after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing. 
 SECTION 5. Effects on Credit Documents. (a) Except as
expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, 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, and shall not 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 provision of the Credit Agreement or of any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Parent Borrower or any Foreign Subsidiary Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 

(b)    On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby.
This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 











 SECTION 6. Expenses. The Parent Borrower agrees to reimburse the Administrative
Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and
disbursements of one counsel for the Administrative Agent. 
 SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  

SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission shall be as effective as
delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent. 

SECTION 9. Headings. The Section headings used in this Amendment are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof. 

  
 [Remainder of page
intentionally left blank] 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

					
		 	 CONMED CORPORATION,
 as the Parent
Borrower

			
		 	By:	 	 /s/ Johonna M. Pelletier

		 	Name: Johonna M. Pelletier
		 	Title: Treasurer and VP, Tax
			
		 	By:	 	 /s/ Daniel S. Jonas

		 	Name: Daniel S. Jonas
		 	Title: EVP – Legal Affairs, General Counsel and Secretary
		
		 	 LINVATEC NEDERLAND B.V.,
 as a
Foreign Subsidiary Borrower

			
		 	By:	 	 /s/ Johonna M. Pelletier

		 	Name: Johonna M. Pelletier
		 	Title: Director



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent and a Lender

			
		 	By:	 	 /s/ Judy Marsh

		 	Name: Judy Marsh
		 	Title: Authorized Officer



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 BANK OF AMERICA, N.A.,
 as a
Lender

			
		 	By:	 	 /s/ Matt Smith

		 	Name: Matt Smith
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

			
		 	By:	 	 /s/ Yinghua Zhang

		 	Name: Yinghua Zhang
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 Barclays Bank PLC,
 as a
Lender

			
		 	By:	 	 /s/ Ronnie Glenn

		 	Name: Ronnie Glenn
		 	Title: Director



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 DNB Capital LLC,
 as a
Lender

			
		 	By:	 	 /s/ Dania Hinedi

		 	Name: Dania Hinedi
		 	Title: Senior Vice President
			
		 	By:	 	 /s/ Bret Douglas

		 	Name: Bret Douglas
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 MUFG BANK, LTD.,
 as a
Lender

			
		 	By:	 	 /s/ Teuta Ghilaga

		 	Name: Teuta Ghilaga 
		 	Title: Director



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 CAPITAL ONE, NATIONAL ASSOCIATION, 

as a Lender

			
		 	By:	 	 /s/ Karen M. Dahlquist

		 	Name: Karen M. Dahlquist
		 	Title: Duly Authorized Signatory



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 HSBC Bank USA, N.A.,
 as a
Lender

			
		 	By:	 	 /s/ Kyle Patterson

		 	Name: Kyle Patterson
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 TD BANK N.A.,
 as a
Lender

			
		 	By:	 	 /s/ Steve Levi

		 	Name: Steve Levi 
		 	Title: Senior Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement] 












 
					
		 	 HANCOCK WHITNEY BANK,
 as a
Lender

			
		 	By:	 	 /s/ Jay E. Bingham

		 	Name: Jay E. Bingham
		 	Title: Vice President



  
 [Signature Page to First
Amendment to Seventh Amended and Restated Credit Agreement]