Exhibit 10.1  



AMENDMENT NO. 2
TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT  




         
         THIS
AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”)
dated as of October 21, 2005, 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 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 20, 2006, 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]  



2 




 








         
         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 - Finance
      and Chief Financial Officer 

      

      

      CONMED CORPORATION, as initial Servicer 

      

      

      By: /s/ Robert D. Shallish, Jr. 

             —————————————
      

             Name: Robert D. Shallish, Jr.
      

             Title: Vice President - Finance
      and Chief Financial Officer 

      

      

      

      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. 2