Item 1.01 Entry into a Material Definitive Agreement.
On January 2, 2019, CONMED Corporation, a New York corporation (
CONMED
), and its subsidiary Linvatec Nederland B.V., a
Netherlands private limited company (
besloten vennootschap
), entered into the Second Amendment (the
Second Amendment
) to the Fifth Amended and Restated Credit Agreement, dated January 4, 2016 (the
Credit
Agreement
), among CONMED Corporation, the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan
Chase Bank, N.A., as administrative agent, which was filed as Exhibit 10.1 to CONMEDs Current Report on Form
8-K
on January 4, 2016.
The Second Amendment amends the Credit Agreement to (i) permit the previously announced acquisition by CONMED of all of the issued and
outstanding common stock of Palmerton Holdings, Inc., a New York corporation, and all of the issued and outstanding equity securities of Buffalo Filter LLC, a Delaware limited liability company, each of which is a wholly owned subsidiary of
Filtration Group LLC, a Delaware limited liability company (
Filtration Group
), pursuant to a Securities Purchase Agreement entered into with Filtration Group on December 13, 2018 (the
Acquisition
), as well
as the related financing therefor, and (ii) make certain other amendments to facilitate CONMEDs operational flexibility in connection with the Acquisition, In addition, the Second Amendment makes certain technical changes to include
customary
bail-in
and beneficial ownership certification provisions.
The
Second Amendment was entered into by JPMorgan Chase Bank, N.A., as administrative agent and lender, each of Bank of America, N.A., Wells Fargo Bank, N.A., DNB Capital, LLC, MUFG Bank, Ltd., Citizens Bank, N.A. and HSBC Bank USA, N.A., as lenders,
and DNB Bank ASA, New York Branch, as
co-documentation
agent, each of which is a party to the Credit Agreement. Those parties (or their affiliates) have also agreed to provide a portion of the bridge financing
for the Acquisition.
The foregoing description of the Second Amendment and the transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.