AND PRACTICES DURING SUCH YEAR.
(C)
SECTION 6.2(A) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE PHRASE "(INCLUDING WITH RESPECT TO FINANCIAL STATEMENTS AS OF THE
END OF AND FOR THE FOURTH FISCAL QUARTER OF EACH FISCAL YEAR)" IN THE FIRST
SENTENCE THEREOF.
(D)
SECTION 6.2(B) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING THE PHRASE "THIRTY (30)" IN THE FIRST SENTENCE THEREOF WITH THE PHRASE
"SIXTY (60)".
4.7
EVENTS OF DEFAULT. SECTION 9.1 OF THE CREDIT AGREEMENT IS HEREBY
AMENDED BY DELETING THE WORD "OR" AT THE END OF SUBSECTION (L), REPLACING THE
PERIOD "." AT THE END OF SUBSECTION (M) WITH ";", AND ADDING THE FOLLOWING NEW
SUBSECTIONS (N) AND (O):
7
(N)
THE BORROWER IS NOT A CURRENT FILER AT ANY TIME ON OR AFTER MARCH
31, 2008; OR
(O)
THE REQUIRED LENDERS REASONABLY DETERMINE, WHICH DETERMINATION MAY
BE MADE BASED UPON A PUBLIC ANNOUNCEMENT BY THE BORROWER OF ESTIMATED FINANCIAL
IMPACT OR ON OTHER INFORMATION OBTAINED BY THEM, THAT (I) THE TOTAL FINANCIAL
IMPACT OF THE ACCOUNTING IRREGULARITIES OF SHEFFIELD (THE "SHEFFIELD ACCOUNTING
ISSUES") EXCEEDS $28 MILLION BY A MATERIAL AMOUNT, OR (II) THE SHEFFIELD
ACCOUNTING ISSUES HAVE AN ADVERSE EFFECT IN EXCESS OF $1 MILLION ON 2007
REVENUES OR EARNINGS FOR THE BORROWER, IN EACH CASE, EXCLUSIVE OF PROFESSIONAL
FEES AND OTHER EXPENSES RELATING TO THE SHEFFIELD ACCOUNTING ISSUES. FOR
PURPOSES OF THIS SECTION 9.1(O) "MATERIAL AMOUNT" SHALL MEAN TEN PERCENT (10%)
OR MORE.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent (on behalf of itself and the Required
Lenders) and the Term A-2 Loan Lenders to enter into this Amendment and to
induce the Term A-2 Loan Lenders to extend the credit contemplated hereby, each
of the Borrower and the Subsidiary Guarantors represents and warrants,
immediately after giving effect to the DePuy Acquisition and the other
transactions contemplated by the DePuy Acquisition Documents or this Amendment,
as follows:
5.1
FINANCIAL MATTERS.
(A)
THE UNAUDITED, PRELIMINARY CONSOLIDATED PRO FORMA BALANCE SHEET OF
THE BORROWER AND ITS SUBSIDIARIES AS OF SEPTEMBER 30, 2007, A COPY OF WHICH HAS
HERETOFORE BEEN PREPARED AND DELIVERED BY THE BORROWER TO THE ADMINISTRATIVE
AGENT, GIVES PRO FORMA EFFECT TO THE CONSUMMATION OF THE DEPUY ACQUISITION, THE
BORROWING OF THE TERM A-2 LOANS, THE OTHER TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT AND THE PAYMENT OF TRANSACTION FEES AND EXPENSES RELATED TO THE
FOREGOING, ALL AS IF SUCH EVENTS HAD OCCURRED ON SUCH DATE (THE "TERM A-2 PRO
FORMA BALANCE SHEET"). THE TERM A-2 PRO FORMA BALANCE SHEET HAS BEEN PREPARED IN
ACCORDANCE WITH GAAP (SUBJECT TO THE ABSENCE OF FOOTNOTES REQUIRED BY GAAP AND
SUBJECT TO NORMAL YEAR-END ADJUSTMENTS) AND, BASED ON STATED ASSUMPTIONS MADE IN
GOOD FAITH AND HAVING A REASONABLE BASIS SET FORTH THEREIN, PRESENTS FAIRLY IN
ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND
ITS SUBSIDIARIES ON AN UNAUDITED PRO FORMA BASIS AS OF THE DATE SET FORTH
THEREIN AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS DESCRIBED
ABOVE.