EX-4.1






Exhibit 4.1




FIRST AMENDMENT




FIRST AMENDMENT dated as of May 11, 2012 (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”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (the “Syndication Agent”), and
HSBC BANK, NA, ROYAL BANK OF CANADA, WELLS FARGO BANK, N.A., FIFTH THIRD BANK, DNB NOR BANK ASA and
TD BANK, N.A., as Co-Documentation Agents (the “Co-Documentation Agents”).



PRELIMINARY STATEMENTS:




	 	(1)	 	The Borrower, the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents and the Lenders have entered into a Second Amended and Restated
Credit Agreement, dated as of June 8, 2011 (the “Credit Agreement”). 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 has requested the Lenders to amend 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. Amendments to Credit Agreement.




(a) Amendment to Section 1.01. The definition of “Consolidated EBITDA” set
forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:



"“Consolidated EBITDA” means, for any period, for any Person and its
Subsidiaries determined on a consolidated basis, an amount equal to
Consolidated Net Income for such period, plus (a) the following to the
extent deducted in calculating such Consolidated Net Income during such
period: (i) Consolidated Interest Charges for such period; (ii) the
provision for federal, state, local and foreign income taxes payable for
such period; (iii) depreciation and amortization expense; (iv) other
expenses and all equity compensation charges reducing Consolidated Net
Income which do not represent a cash item in such period or any future
period; (v) cash expenses directly related to global enterprise resource
planning implementation costs for such period, not to exceed (A) an
aggregate amount of $15,000,000 during the fiscal year ending December 31,
2012, (B) an aggregate amount of $15,000,000 during the fiscal year ending
December 31, 2013, (C) an aggregate amount of $3,000,000 during the fiscal
year ending December 31, 2014 or (D) zero for any fiscal year thereafter;
(vi) with respect to the fiscal year ending December 31, 2012 only, cash
expenses directly related to the remediation, unplanned idle time and
underutilization of a Subsidiary leased manufacturing facility in
Plainsboro, New Jersey not to exceed $6,000,000 in the aggregate, and (vii)
with respect to the fiscal year ending December 31, 2012 only, cash expenses
directly related to the buyout of pension liabilities not to exceed
$6,100,000 in the aggregate; plus (b) Permitted Cost Savings, and
minus (c) the following to the extent included in calculating such
Consolidated Net Income: (i) Federal, state, local and foreign income tax
credits of the Borrower and its Subsidiaries for such period and (ii) all
non-cash items increasing Consolidated Net Income for such period.
Consolidated EBITDA is subject to calculation on a Pro Forma Basis in
accordance with the provisions in Section 1.03.”




(b) Amendment to Section 7.17. Section 7.17(a) of the Credit Agreement is
hereby deleted in its entirety and is 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 consecutive four fiscal quarter period to be greater than (i) 3.75 to
1.00 during any such period ending on or before December 31, 2013, or (ii) 3.50 to
1.00 during any period thereafter.”



SECTION 1.02. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders, as follows:




(a) 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 First Amendment Effective Date (as defined below) with
the same effect as though made on and as of the date hereof or the First 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). 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.




(b) On the date hereof and on the First 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.




(e) 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 1.03. 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 “First 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 and the
Required 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 representations and warranties set forth in Section 1.02 hereof shall
be true and correct on and as of the First Amendment Effective Date.




(c) The Administrative Agent shall have received all fees and expenses required to be
paid by the Borrower pursuant to Section 1.05 of this Amendment.




(d) The Lenders shall have received such other documents, instruments and certificates
as they shall reasonably request and such other documents, 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 1.04. 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 1.05. Fees and Expenses. The Borrower shall pay (i) to the Administrative
Agent, for the account of each Lender that executes and delivers this Amendment on or before 3:00
pm Charlotte, North Carolina time on May 11, 2012 (each, an “Approving Lender”), an amount
equal to .05% of such Approving Lender’s Commitment as in effect as of such date and time and (ii)
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 1.06. 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 1.07. 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
First Amendment Effective Date, the Amended Agreement.



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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/ Peter J. Arduini

Name: Peter J. Arduini

Title: President and Chief Executive Officer











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.




BANK OF AMERICA, N.A., as Administrative Agent




By: /s/ Amie L. Edwards

Name: Amie L. Edwards

Title: Director





BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender




By: /s/ Amie L. Edwards

Name: Amie L. Edwards

Title: Director




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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.



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



By: /s/ D. Scott Farquhar

Name: D. Scott Farquhar

Title: Senior Vice President











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.



ROYAL BANK OF CANADA, as Co-Documentation Agent and as a Lender



By: /s/ Dean Sas

Name: Dean Sas

Title: Authorized Signatory









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.



HSBC BANK USA, National Association, as Co-Documentation Agent and as a Lender



By:  /s/ Robert Moravec 

Name: Robert Moravec

Title: Senior Relationship Manager











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.



WELLS FARGO BANK, N.A., as Co-Documentation Agent and as a Lender



By: /s/ Timothy J. Smith

Name: Timothy J. Smith

Title: Senior Vice President









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.



FIFTH THIRD BANK, as Co-Documentation Agent and as a Lender



By: /s/ Tamara M. Dowd

Name: Tamara M. Dowd

Title: Vice PresidentIN 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.









DNB NOR BANK ASA, as Co-Documentation Agent and as a Lender



By: /s/ Pal Boger

Name: Pal Boger

Title: Vice President









By: /s/ Kristie Li

Name: Kristie Li

Title: First Vice President



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.



TD BANK, N.A., as Co-Documentation Agent and as a Lender



By: /s/ Todd Antico

Name: Todd Antico

Title: Senior Vice President

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.



RBS CITIZENS, N.A., as a Lender



By: /s/ Cheryl Carangelo

Name: Cheryl Carangelo

Title: Senior Vice President











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.



UNION BANK, N.A., as a Lender



By: /s/ Michael Tschida

Name: Michael Tschida

Title: Vice President









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.



PNC BANK, NATIONAL ASSOCIATION, as a Lender



By: /s/ Sharon Landgraf

Name: Sharon Landgraf

Title: Senior Vice President









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.



SOVEREIGN BANK, as a Lender



By: /s/ William R. Rogers

Name: William R. Rogers

Title: Senior Vice President









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.



CAPITAL ONE, N.A., as a Lender



By: /s/ Jennifer Campbell

Name: Jennifer Campbell

Title: SVP









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.



DEUTSCHE BANK TRUST COMPANY AMERICAS., as a Lender



By:                                          

Name:

Title:











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.



MORGAN STANLEY BANK, N.A., as a Lender



By: /s/ Alice Lee

Name: Alice Lee

Title: Authorized Signatory











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.



FIRST NIAGARA BANK, N.A., as a Lender



By: /s/ Troy M. Jones

Name: Troy M. Jones

Title: Assistant Vice President











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.



MANUFACTURERS BANK, as a Lender



By: /s/ Sandy Lee

Name: Sandy Lee

Title: Vice President





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