SECOND AMENDMENT, dated as of August 1, 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 $75,000,000 and substituting in lieu thereof the dollar amount $100,000,000.
(ii) The definition of Consolidated Total Leverage Ratio is hereby amended by deleting the reference therein to $75,000,000 and substituting in lieu thereof the dollar amount $100,000,000.
(iii) The definition of Indebtedness is hereby amended by inserting the following proviso at the end thereof:
; provided, further, that no earn-out obligation arising in connection with any other acquisition by the Parent Borrower or any of its Subsidiaries shall constitute Indebtedness unless and until such obligation is finally determined to be due and payable under the relevant acquisition agreement and solely if not paid within five days after the date it is finally determined to be due and payable.