SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of February 7, 2019, among CONMED CORPORATION, a New York corporation (the Parent Borrower), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent.
The Parent Borrower, the Existing Lenders and JPMorgan Chase Bank, N.A., as administrative agent, are parties to the Fifth Amended and Restated Credit Agreement, dated as of January 4, 2016 (as amended and in effect immediately prior to giving effect to the amendment and restatement contemplated hereby, the Previous Credit Agreement).
The Parent Borrower has requested that the Previous Credit Agreement be amended and restated in its entirety to read as provided herein and the Lenders and the Administrative Agent (as hereinafter defined) have so agreed. Accordingly, effective as of the Closing Date (as defined below), the Previous Credit Agreement shall be amended and restated in its entirety to read as follows:
ARTICLE I. DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
ABR Loans: Loans the rate of interest applicable to which is based upon the Alternate Base Rate.
Acknowledgement and Consent: the collective reference to each Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement delivered pursuant to the Loan Documents.
Acquired Companies: Palmerton Holdings, Inc. and Buffalo Filter LLC.
Acquired Company Material Adverse Effect: Material Adverse Effect as defined in the Filtration Acquisition Agreement.
Adjusted Eurocurrency Rate: with respect to any Borrowing of Eurocurrency Loans for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period multiplied by (b) the Statutory Reserves; provided that, if the Adjusted Eurocurrency Rate, as so determined, would be less than
zero1.00%, such rate shall be deemed to be zero1.00% for purposes of this Agreement.
Adjustment Date: as defined in the Pricing Grid.
Administrative Agent: JPMorgan Chase Bank, N.A., together with its branches and affiliates, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its permitted successors.
Affected Financial Institution: (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 25% or