EX-4.2



 Exhibit 4.2 

Execution Copy 

RATIFICATION AGREEMENT 

This RATIFICATION AGREEMENT, dated as of July 2, 2014 (this “Ratification”), to the Credit Agreement
referred to below is delivered by each of the undersigned (each a “Loan Party”). Capitalized terms used herein but not defined have the meaning prescribed to them in the Credit Agreement. 

W I T N E S S E T H: 

WHEREAS, Integra LifeSciences Holdings Corporation (“Borrower”), Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (“Bank”), and the other lenders from time to time party thereto (the “Lenders”) entered into that certain Amended and Restated Credit Agreement dated as
of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement”); 

WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Subsidiary
Guaranty dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”); 

WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Security
Agreement dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); 

WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Pledge Agreement
dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”, and collectively with the Guaranty and the Security Agreement, the
“Ratified Documents”); 
 WHEREAS, the Original Credit Agreement was amended and
restated June 8, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”) and in connection therewith, all obligations under the Ratified Documents were ratified
in accordance with that certain Ratification Agreement dated as of June 8, 2011; 
 WHEREAS, the parties to the Existing Credit
Agreement have agreed to enter into a Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, it is a condition of effectiveness of the Credit Agreement that each Loan Party deliver to the Administrative Agent and the
Lenders an executed counterpart of this Ratification; 







 NOW THEREFORE, in consideration of the agreements set forth above, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1.1
Acknowledgment and Ratification of the Ratified Documents. Each Loan Party hereby (a) acknowledges its receipt and review of, and acknowledges the terms and conditions under, the Credit Agreement, (b) agrees to be bound by
Section 10.20 of the Credit Agreement, (c) agrees that all the references in the Ratified Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement and any amendment, restatement, supplement or other
modification thereof from time to time in accordance with its terms, (d) represents and warrants that attached hereto as Exhibit A (excluding Item C to Schedule I of the Security Agreement, it being understood that Item C to Schedule I of the
Security Agreement shall be delivered in accordance with Section 6.16 of the Credit Agreement) (the “Updated Schedules”) are true and correct in all material respects as of the date hereof, (e) agrees that with
respect to Domestic Subsidiaries that own no material assets other than equity interest in one or more Foreign Subsidiaries, to the extent necessary to avoid adverse tax consequences for such Domestic Subsidiary, the pledge of the capital stock or
Equity Interests of such Domestic Subsidiaries shall constitute no more than (i) 65% of the voting rights in such entity and (ii) 100% of all other rights in such entity, (f) acknowledges that the terms and conditions of the Ratified
Documents remain unchanged as of the date hereof except for the substitution of the Updated Schedules as the applicable schedules to the Pledge Agreement and the Security Agreement as of the date hereof, and (g) agrees that the Ratified
Documents (including the Updated Schedules) are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 

1.2 Grant. Without limiting the generality or effectiveness of the ratification set forth in Section 1 hereof, and in
consideration of the Third Amended and Restated Credit Agreement and the modifications and amendments therein, each of the undersigned Loan Parties hereby pledges, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent, for
its benefit and for the ratable benefit of the Secured Parties, a continuing security interest in all of such party’s right, title and interest in and to (a) the Collateral, as such term is defined in the Pledge Agreement, to secure the
Secured Obligations, as such term is defined in the Pledge Agreement and (b) the Collateral, as such term is defined in the Security Agreement, to secure the Secured Obligations, as such term is defined in the Security Agreement, in each case
subject in all respects to the terms and conditions of the Pledge Agreement or Security Agreement, as applicable. 
 1.3
Confirmation of the Ratified Documents. All of the indebtedness, liabilities and obligations owing by the Loan Parties under the Ratified Documents shall continue as obligations hereunder and thereunder and neither the execution and
delivery of this Ratification nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Ratified Documents or the security interests created thereunder.  

1.4 Loan Document. This Ratification shall constitute a Loan Document under the terms of the Credit Agreement. 

1.5 Counterparts; Telecopy. This Ratification may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Ratification shall become effective when it shall have been executed by Bank and when Bank shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Ratification by telecopy or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this Ratification. 

  
 2 








 1.6 GOVERNING LAW. THIS RATIFICATION 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. 
 [Signature Pages
Follow] 

  
 3 








 IN WITNESS WHEREOF, the undersigned have caused this Ratification to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	 INTEGRA LIFESCIENCES HOLDINGS
CORPORATION, a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 ASCENSION ORTHOPEDICS, INC., a

Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 CONFLUENT SURGICAL, INC., a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 ENDOSOLUTIONS, INC., a Delaware corporation 

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 INTEGRA BURLINGTON MA, INC., a

Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


 RATIFICATION AGREEMENT 

Signature Page 







 
			
	 INTEGRA LIFESCIENCES CORPORATION, a

Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 INTEGRA LIFESCIENCES SALES LLC, a

Delaware limited liability company

		
	 By:
	 	Integra LifeSciences Corporation as its Sole Member
		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President and Chief Executive Officer


  

			
	 INTEGRA NEUROSCIENCES (INTERNATIONAL), INC., a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

			
	 INTEGRA YORK PA, INC., a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	Vice President


  

			
	 J. JAMNER SURGICAL INSTRUMENTS, INC., a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	Vice President


  

			
	 SEASPINE, INC., a Delaware corporation

		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


 RATIFICATION AGREEMENT 

Signature Page 








			
	ACKNOWLEDGED AND ACCEPTED:
	
	BANK OF AMERICA, N.A.,
    as Administrative Agent
		
	By:	 	/s/ Kevin L. Ahart
	Name:	 	Kevin L. Ahart
	Title:	 	Vice President

 RATIFICATION AGREEMENT 

Signature Page 







 EXHIBIT A 

See attached. 







 UPDATED SCHEDULE I TO PLEDGE AGREEMENT 

 

	Item A.	Pledged Notes 

  

											
	 Pledgor (Holder)
	 	 Securities Issuer (Maker)
	  	Date	 	  	Original
Principal Amount	 
	 Integra LifeSciences Holdings Corporation
	 	J. Jamner Surgical Instruments, Inc.	  	 	12-22-04	  	  	$	24,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	05-12-06	  	  	$	101,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	05-07-07	  	  	$	30,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	05-11-07	  	  	$	4,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	12-28-07	  	  	$	4,112,500.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	11-30-09	  	  	$	12,500,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	EndoSolutions, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	J. Jamner Surgical Instruments, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra Luxtec, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra NeuroSciences (International), Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra Radionics, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	IsoTis OrthoBiologics, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Miltex, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Minnesota Scientific, Inc.	  	 	08-10-10	  	  	$	600,000,000.00	  
	 Integra LifeSciences Corporation
	 	Theken Spine, LLC	  	 	08-10-10	  	  	$	600,000,000.00	  









											
				
	 Pledgor (Holder)
	 	 Securities Issuer (Maker)
	  	Date	 	  	Original
Principal Amount	 
	 Integra LifeSciences Holdings Corporation
	 	SeaSpine, Inc.	  	 	07-21-11	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	10-19-10	  	  	$	30,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	09-23-11	  	  	$	50,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Ascension Orthopedics, Inc.	  	 	11-18-11	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Sales LLC	  	 	10-31-12	  	  	$	600,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	07-28-13	  	  	$	14,205,812.00	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	09-01-13	  	  	$	20,000,000.00	  
	 Integra LifeSciences Corporation
	 	Integra Euro Holdings Inc.	  	 	12-06-13	  	  	$	141,122.82	  
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	  	 	01-15-14	  	  	$	150,000,000.00	  
	 Integra LifeSciences Holdings Corporation
	 	Confluent Surgical, Inc.	  	 	03-13-14	  	  	$	600,000,000.00	  

  

	Item B.	Pledged Shares 

  

																			
	 Pledgor
	 	 Securities Issuer
	 	Authorized Shares
Interests	 	 	Outstanding
Shares	 	 	% of Shares
Pledged	 	 	Certificate
No.	 
	 Integra LifeSciences Holdings Corporation
	 	Integra LifeSciences Corporation	 	 	100 common	  	 	 	100	  	 	 	100	% 	 	 	2	  
	 Integra LifeSciences Corporation
	 	J. Jamner Surgical Instruments, Inc.	 	 	2,000 common	  	 	 	500	  	 	 	100	% 	 	 	124	  
	 Integra LifeSciences Corporation
	 	Integra NeuroSciences (International), Inc.	 	 	3,000 common	  	 	 	100	  	 	 	100	% 	 	 	2	  
	 Integra LifeSciences Corporation
	 	Integra York PA, Inc. (f/k/a Miltex, Inc.)	 	 	1,000 common	  	 	 	100	  	 	 	100	% 	 	 	3	  









																			
	 Pledgor
	  	 Securities Issuer
	  	Authorized Shares
Interests	 	  	Outstanding
Shares	 	  	% of Shares
Pledged	 	 	Certificate
No.	 
	 Integra York PA, Inc.
	  	EndoSolutions, Inc.	  	 	1,000 common	  	  	 	100	  	  	 	100	% 	 	 	3	  
	 Integra LifeSciences Corporation
	  	Integra LifeSciences (Canada) Holdings, Inc.	  	 	1,000 common	  	  	 	100	  	  	 	100	% 	 	 	1	  
	 Integra LifeSciences Corporation
	  	IsoTis, Inc.	  	   
  
	 100,000,000 common 

10,000,000 preferred
	    
   
	  	 	1,000 common	  	  	 	100	% 	 	 	1	  
	 Integra LifeSciences Corporation
	  	Precise Dental Holding Corp.	  	 	2,000 common	  	  	 	50 -2/3	  	  	 	100	% 	 	 	15	  
	 Integra York PA, Inc.
	  	Integra Euro Holdings, Inc.	  	 	2,000 common	  	  	 	28	  	  	 	100	% 	 	 	4	  
	 J. Jamner Surgical Instruments, Inc.
	  	Integra Euro Holdings, Inc.	  	 	2,000 common	  	  	 	313	  	  	 	100	% 	 	 	5	  
	 Integra NeuroSciences (International), Inc.
	  	Integra Euro Holdings, Inc.	  	 	2,000 common	  	  	 	669	  	  	 	100	% 	 	 	6	  
	 Integra LifeSciences Corporation
	  	Integra Burlington MA, Inc. (f/k/a Integra Radionics, Inc.)	  	 	1,000 common	  	  	 	100	  	  	 	100	% 	 	 	1	  
	 Integra LifeSciences Corporation
	  	SeaSpine, Inc.	  	 	3,000 common	  	  	 	1,451	  	  	 	100	% 	 	 	54	  
	 Integra LifeSciences Corporation
	  	Ascension Orthopedics, Inc.	  	 	100 Common	  	  	 	100	  	  	 	100	% 	 	 	1	  
	 Integra LifeSciences Corporation
	  	Confluent Surgical, Inc.	  	   
  
 
	 6,500,000 Common 
 41,136,859
all
classes
	    
   
  
	  	 	88.02 common	  	  	 	100	% 	 	 	5	  









	Item C.	Pledged Membership Interests 

  

															
	 Pledgor
	  	 Securities Issuer
	  	No. of Membership
Interests	 	  	Membership
Interests % of
Interests Pledged	 	 	Certificate
No.	 
	 Integra LifeSciences Corporation
	  	Integra LifeSciences Sales LLC (Delaware)	  	 	1	  	  	 	100	% 	 	 	2	  

  

	Item D.	Pledged Partnership Interests 

 None. 







 UPDATED SCHEDULE I TO SECURITY AGREEMENT 

 

	Item A.	State of Organization, Identification Number, Chief Executive Office 

  

					
	 Grantor; Chief Executive Office
	  	State of Organization	  	Identification
Number
	 Integra LifeSciences Holdings Corporation
	  	Delaware	  	2199700
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Ascension Orthopedics, Inc.
	  	Delaware	  	2686969
	 8700 Cameron Road
	  		  	
	 Austin, TX 78754
	  		  	
			
	 Confluent Surgical, Inc.
	  	Delaware	  	2928705
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 EndoSolutions, Inc.
	  	Delaware	  	3436217
	 589 Davies Drive
	  		  	
	 York, PA 17402
	  		  	
			
	 Integra LifeSciences Corporation
	  	Delaware	  	2363821
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra LifeSciences Sales LLC
	  	Delaware	  	3826429
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra NeuroSciences (International), Inc.
	  	Delaware	  	2902491
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra Burlington MA, Inc.
	  	Delaware	  	4077406
	 22 Terry Avenue
	  		  	
	 Burlington, MA 01803
	  		  	
			
	 Integra York PA, Inc.
	  	Delaware	  	4079576
	 589 Davies Drive
	  		  	
	 York, PA 17402
	  		  	
			
	 J. Jamner Surgical Instruments, Inc.
	  	Delaware	  	0769265
	 40 Saw Mill River Road, Suite UL-4
	  		  	
	 Hawthorne, NY 10532
	  		  	
			
	 SeaSpine, Inc.
	  	Delaware	  	3506438
	 2302 La Mirada
	  		  	
	 Vista, California 92081
	  		  	









	Item B.	Location of Equipment & Inventory (Owned Locations) 

  

							
	 Grantor Mailing Address
	  	 County
	  	 State
	  	 
	 Integra York PA, Inc.
	  	York	  	Pennsylvania	  	
	 589 Davies Drive
	  		  		  	
	 York, PA 17402
	  		  		  	
				
	 Integra LifeSciences Corporation
	  	Hamilton	  	Ohio	  	
	 4900 Charlemar Drive
	  		  		  	
	 Cincinnati, OH 45227
	  		  		  	

  

	Item C.	Leased Property; Bailees 

 To be delivered pursuant to Section 6.16(b) of the Credit Agreement. 

 

	Item D.	Trade Names 

  

			
	 Grantor
	  	 Trade Name

	 Integra LifeSciences Corporation
	  	Integra
		
	 Integra LifeSciences Corporation
	  	Integra LifeSciences
		
	 Integra LifeSciences Corporation
	  	Integra NeuroSciences
		
	 Integra LifeSciences Corporation
	  	Integra Neurosupplies (NSI)
		
	 Integra LifeSciences Corporation
	  	Integra Pain Management
		
	 J. Jamner Surgical Instruments, Inc.
	  	Jarit Instruments
		
	 Integra York PA, Inc.
	  	Miltex

  

	Item E.	Commercial Tort Claims 

  

											
	 	 	 	 	 	  	Description of	  	 	  	 
	 Grantor
	 	 	 	 	  	 Commercial Tort Claim
	  	 	  	 
	 None