with the incurrence of the Term A-2 Loans satisfy the requirements set forth in
Sections 2.21(a)(iv) and 2.21(e)(i)(B)(y) of the Credit Agreement.
ARTICLE III
TERMS OF INCREMENTAL TERM LOANS
3.1
COMMITMENTS. EACH TERM A-2 LOAN LENDER SEVERALLY AGREES, SUBJECT
TO AND ON THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO MAKE A LOAN (EACH, A
"TERM A-2 LOAN," AND COLLECTIVELY, THE "TERM A-2 LOANS") TO THE BORROWER ON THE
TERM A-2 LOAN EFFECTIVE DATE IN A PRINCIPAL AMOUNT NOT TO EXCEED ITS TERM A-2
LOAN COMMITMENT. A LENDER'S "TERM A-2 LOAN COMMITMENT" SHALL MEAN THE COMMITMENT
OF SUCH LENDER TO MAKE TERM A-2 LOANS IN AN AGGREGATE PRINCIPAL AMOUNT SET FORTH
FOR SUCH LENDER IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO SECTION 11.7(B) OF THE CREDIT AGREEMENT AS SUCH LENDER'S "TERM A-2 LOAN
COMMITMENT," AS SUCH AMOUNT MAY BE REDUCED AT OR PRIOR TO SUCH TIME PURSUANT TO
THE TERMS HEREOF. THE AGGREGATE AMOUNT OF THE TERM A-2 LOAN COMMITMENTS IS
$60,000,000. THE TERM A-2 LOANS SHALL BE DEEMED TO BE INCREMENTAL TERM LOANS
MADE IN ACCORDANCE WITH SECTION 2.21 OF THE CREDIT AGREEMENT.
3.2
APPLICABLE MARGIN PERCENTAGES. THE APPLICABLE PERCENTAGE FOR THE
TERM A-2 LOANS SHALL BE THE APPLICABLE PERCENTAGES FOR SUCH TYPE OF TERM A-2
LOANS, AS DETERMINED IN ACCORDANCE THE TERMS OF THE CREDIT AGREEMENT.
3.3
MATURITY. THE MATURITY DATE FOR THE TERM A-2 LOANS WILL BE THE
TERM A-1 LOAN MATURITY DATE (I.E., JUNE 13, 2011).
3.4
AMORTIZATION. THE BORROWER WILL REPAY THE AGGREGATE OUTSTANDING
PRINCIPAL OF THE TERM A-2 LOANS AS FOLLOWS:
Date
Payment Amount
March 31, 2008
$
750,000
June 30, 2008
$
750,000
September 30, 2008
$
750,000
December 31, 2008
$
750,000
March 31, 2009
$
1,500,000
June 30, 2009
$
1,500,000
September 30, 2009
$
1,500,000
December 31, 2009
$
1,500,000
March 31, 2010
$
2,250,000
June 30, 2010
$
2,250,000
September 30, 2010
$
2,250,000
December 31, 2010
$
2,250,000
3
Date
Payment Amount
March 31, 2011
$
2,250,000
Term A-1 Loan Maturity Date
$
39,750,000
3.5
USE OF PROCEEDS. THE PROCEEDS OF THE TERM A-2 LOANS SHALL BE USED
SOLELY (I) TO FINANCE IN PART THE DEPUY ACQUISITION, (II) TO REPAY CERTAIN
REVOLVING LOANS OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT, AND (III) TO
PAY FEES AND EXPENSES IN CONNECTION WITH THE TRANSACTIONS DESCRIBED HEREIN IN
AMOUNTS ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
ARTICLE IV
AMENDMENTS
4.1
NEW DEFINED TERMS. THE FOLLOWING DEFINED TERMS ARE HEREBY ADDED TO
SECTION 1.1 OF THE CREDIT AGREEMENT IN PROPER ALPHABETICAL ORDER:
"CURRENT FILER" SHALL MEAN ANY TIME THAT THE BORROWER IS CURRENT IN FILING ITS
REPORTS (INCLUDING QUARTERLY AND ANNUAL FINANCIAL STATEMENTS) UNDER SECTION 13
AND 15(D) OF THE EXCHANGE ACT.
"INCREMENTAL MARGINS" SHALL HAVE THE MEANING GIVEN TO SUCH TERM IN SECTION
2.21(D)(IV).
"SEC FILER SUBLIMIT" SHALL MEAN (I) AT ANY TIME PRIOR TO THE TERM A-2 LOAN
EFFECTIVE DATE, $24,000,000 AND (II) AT ANY TIME AFTER THE TERM A-2 LOAN
EFFECTIVE DATE, AN AMOUNT EQUAL TO THE AGGREGATE