First Amendment and Consent to Cremascoli Credit Agreement among Cremascoli Ortho Holding S.A. and Lenders

Summary

This agreement is an amendment to the original Cremascoli Credit Agreement between Cremascoli Ortho Holding S.A. and several lenders, including Chase Manhattan Bank and Bank of America. The amendment replaces Schedule 1 of the original credit agreement. All other terms of the original agreement remain unchanged. The amendment becomes effective once signed by the required parties. The agreement confirms that no defaults exist and that all other obligations and rights under the original agreement continue in full force.

EX-10.14 18 a2046150zex-10_14.txt EXHIBIT 10.14 Exhibit 10.14 FIRST AMENDMENT AND CONSENT dated as of January 21, 2000 (this "AMENDMENT AND CONSENT"), to the Credit Agreement dated as of December 22, 1999 (the "CREMASCOLI CREDIT AGREEMENT"; capitalized terms used and not otherwise defined herein are used with the same meanings as in the Cremascoli Credit Agreement), among CREMASCOLI ORTHO HOLDING S.A., a societe anonyme organized under the laws of the Republic of France (the "BORROWER"), the LENDERS party thereto, CHASE MANHATTAN BANK, PARIS BRANCH, as the agent for such lenders (in such capacity, the "LOCAL AGENT"), THE CHASE MANHATTAN BANK, as United States administrative agent (in such capacity, the "US ADMINISTRATIVE AGENT") for certain United States lenders (the "US LENDERS") and BANK OF AMERICA N.A., as United States syndication agent. A. Pursuant to the Cremascoli Credit Agreement, the Lenders have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein. B. The Borrower has informed the Local Agent and the US Administrative Agent that it seeks the agreement of the Lenders and the consent of the US Lenders to replace Schedule 1 to the Cremascoli Credit Agreement with the replacement Schedule 1 attached hereto. C. The Required Lenders are willing to agree to, and the US Required Lenders are willing to consent to, the replacement of such Schedule 1 pursuant to the terms and subject to the conditions set forth herein. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. REPLACEMENT OF SCHEDULE 1 TO THE CREMASCOLI CREDIT AGREEMENT. Schedule 1 is hereby replaced in its entirety with the Schedule 1 attached hereto. SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to each other party hereto that, after giving effect to this Amendment and Consent, (a) the representations and warranties set forth in Article III of the Cremascoli Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing. 2 SECTION 3. EFFECTIVENESS. This Amendment and Consent shall become effective as of the date that the US Administrative Agent or its counsel shall have received counterparts of this Amendment and Consent, when taken together, bear the signatures of the Borrower, the Required Lenders and the US Required Lenders. SECTION 4. EFFECT OF AMENDMENT AND CONSENT. Except as expressly set forth herein, this Amendment and Consent shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Local Agent under the Cremascoli 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 Cremascoli Credit Agreement or 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 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 Cremascoli Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment and Consent shall apply and be effective only with respect to the schedule of the Cremascoli Credit Agreement specifically referred to herein. SECTION 5. COUNTERPARTS. This Amendment and Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment and Consent by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE REPUBLIC OF FRANCE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 7. HEADINGS. The headings of this Amendment and Consent are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Consent to be duly executed by their respective authorized officers as of the day and year first above written. CREMASCOLI ORTHO HOLDING S.A., as the Borrower, by /s/ Joseph Schull ------------------------------------------- Name: Joseph Schull Title: Directeur General CHASE MANHATTAN BANK, PARIS BRANCH, as a Lender and as the Local Agent, by /s/ Marc Danan ------------------------------------------- Name: Marc Danan Title: Vice President THE CHASE MANHATTAN BANK, as US Administrative Agent and as a US Lender, by /s/ Stephen P. Rochford ------------------------------------------- Name: Stephen P. Rochford Title: BANK OF AMERICA, N.A., as US Syndication Agent and as a US Lender, by /s/ David H. Strickert ------------------------------------------- Name: David H. Strickert Title: Principal 4 FLEET NATIONAL BANK, as a US Lender, by /s/ Garth J. Collins ------------------------------------------- Name: Garth J. Collins Title: Director FIRST UNION NATIONAL BANK, as a US Lender, by /s/ James A. Hobensack ------------------------------------------- Name: James A. Hobensack Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION, as a US Lender, by /s/ Sarah L. Hemmer ------------------------------------------- Name: Sarah L. Hemmer Title: VP BANKERS TRUST COMPANY, as a US Lender, by /s/ Susan L. LeFevre ------------------------------------------- Name: Susan L. LeFevre Title: Director SUNTRUST BANK, NASHVILLE, N.A., as a US Lender, by /s/ W. L. Hubbard ------------------------------------------- Name: W. L. Hubbard Title: AVP