Consolidated Funded Indebtedness
$
(b)
Consolidated EBITDA
(i)
Consolidated Net Income
$
(ii)
Consolidated Interest Charges
$
(iii)
provision for federal, state, local and foreign income taxes
$
(iv)
depreciation and amortization expense
$
(v)
non-cash stock based compensation expense
$
(vi)
all non-cash, non-recurring expenses, charges and losses for such
period (excluding those expenses, charges and losses related to accounts
receivable), in an aggregate amount not to exceed 10% of Consolidated EBITDA for
such period; provided that such expenses, charges and losses (i) were not a cash
item in the four fiscal quarter period immediately prior to such period and (ii)
are not expected to be paid in cash at any time in the future
$
(vii)
Consolidated EBITDA
[Sum of (i) + (ii) + (iii) + (iv) + (v) + (vi)]
$
(c)
Consolidated Leverage Ratio
[(a) / (b)(vii)]
:1.0]
2.
Consolidated Fixed Charge Coverage Ratio
(a)
Consolidated Adjusted EBITDA
(i)
Consolidated EBITDA
[[1(d)(vii) or 1(b)(vii)] above]
$
(ii)
rent and lease expense
$
(iii)
Consolidated Maintenance Capital Expenditures
$
(iv)
Consolidated Adjusted EBITDA
[Sum of (a)(i) + (a)(ii) - (a)(iii)]
$
(b)
Consolidated Fixed Charges
(i)
Consolidated Interest Charges
$
(ii)
Consolidated Scheduled Funded Debt Payments
$
(iii)
rent and lease expense
$
(iv)
Consolidated Fixed Charges
[Sum of (b)(i) + (b)(ii) + (b)(iii)]
$
(c)
Consolidated Fixed Charge Coverage Ratio
[(a)(iv) / (b)(iv)]
:1.0
Exhibit 7.12
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement") dated as of
,
20___is by and between
, a
(the "New
Subsidiary"), and Bank of America, N.A., in its capacity as Administrative Agent
under that certain Credit Agreement dated as of June 30, 2010 (as amended,
modified, supplemented or extended from time to time, the "Credit Agreement")
among Wright Medical Group, Inc., a Delaware corporation (the "Borrower"), the
Guarantors from time to time party thereto, the Lenders from time to time party
thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
The Loan Parties are required by Section 7.12 of the Credit Agreement to
cause the New Subsidiary to become a "Guarantor" thereunder. Accordingly, the
New Subsidiary hereby agrees as follows with the Administrative Agent, for the
benefit of the Lenders:
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the New Subsidiary will be deemed to be a party to
the Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement,
and shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Guarantors contained in the Credit Agreement.
Without limiting the generality of the foregoing terms of this paragraph 1, the
New Subsidiary hereby jointly and