First Amendment, dated June 6, 2022, to the Seventh Amended and Restated Credit Agreement, dated as of July 16, 2021, among CONMED Corporation, the foreign subsidiary borrowers from time to time party thereto, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent

Exhibit 10.25

FIRST AMENDMENT

FIRST AMENDMENT, dated as of June 6, 2022 (this “Amendment”), to the Seventh Amended and Restated Credit Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONMED Corporation, a Delaware corporation (the “Parent Borrower”), 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 (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Parent Borrower has further requested that the Credit Agreement be amended as set forth herein; and

WHEREAS, Lenders constituting the Required Lenders are willing to agree to this Amendment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments.

(a)    Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended as follows:

(i)    The definition of “Consolidated Senior Secured Leverage Ratio” is hereby amended by deleting the reference therein to “$25,000,000” and substituting in lieu thereof the dollar amount “$75,000,000”.

(ii)    The definition of “Consolidated Total Leverage Ratio” is hereby amended by deleting the reference therein to “$25,000,000” and substituting in lieu thereof the dollar amount “$75,000,000”.

(iii)    The definition of “Indebtedness” is hereby amended by inserting the following proviso at the end thereof:

“; provided that no Earn-Out Consideration (as defined in the In2Bones Merger Agreement (as in effect on the First Amendment Effective Date)) shall constitute Indebtedness unless and until such obligation is finally determined to be due and payable under the In2Bones Merger Agreement and solely if not paid within five days after the date it is finally determined to be due and payable.”

(b)    Section 1.1 (Defined Terms) of the Credit Agreement is hereby further amended by inserting the following new definitions in proper alphabetical order:

“First Amendment”: the First Amendment to this Agreement, dated as of June 6, 2022.

“First Amendment Effective Date”: the date on which the conditions set forth in Section 3 of the First Amendment shall have been satisfied, which date is June 6, 2022.

In2Bones Merger Agreement”: the Agreement and Plan of Merger, dated as of May 4, 2022, by and among In2Bones Global, Inc., the Parent Borrower, Odyssey Merger Sub, Inc. and Sheryl Moroschak, as representative of the Holders (as defined therein).

SECTION 3. Conditions to Effectiveness of Amendment. The amendments set forth in this Amendment shall become effective on the date (the “First Amendment Effective Date”) on which the following conditions precedent have been satisfied:

(a)    The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Parent Borrower, each Foreign Subsidiary Borrower party to the Credit Agreement on the First Amendment Effective Date and Lenders constituting the Required Lenders.

(b)    The Lenders and the Administrative Agent shall have received (to the extent invoiced at least two Business Days prior to the First Amendment Effective Date) all fees and reasonable and documented expenses required to be paid on or before the First Amendment Effective Date pursuant to the Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of one legal counsel pursuant to Section 6 below).

SECTION 4. Representations and Warranties. Each Borrower hereby represents and warrants that (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is, after giving effect to this Amendment, true and correct in all material respects (or in all respects if qualified by materiality) on and as of the First Amendment Effective Date as if made on and as of the First Amendment Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 5. Effects on Credit Documents. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Parent Borrower or any Foreign Subsidiary Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b)    On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Expenses. The Parent Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent.

SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent.

SECTION 9. Headings. The Section headings used in this Amendment are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Seventh Amended and Restated Credit Agreement]