Waiver of Notice of Termination. Those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder. 108 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. BORROWER: XXXXXX MEDICAL GROUP, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: XXXXXX MEDICAL TECHNOLOGY, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX MEDICAL CAPITAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer INBONE TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer WHITE BOX ORTHOPEDICS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer KHC-WDM LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer 109 ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: /s/ E. Xxxx Xxxxxxxx Name: E. Xxxx Xxxxxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxxx Title: Senior Vice President 110 REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx, Xx. Name: Xxxxx X. Xxxxx, Xx. Title: Senior Vice President PNC BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President RBS CITIZENS, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President 111 CREDIT AGREEMENT SCHEDULES
Appears in 2 contracts
Samples: Credit Agreement (Wright Medical Group Inc), Credit Agreement (Wright Medical Group Inc)
Waiver of Notice of Termination. Those Lenders Each party hereto which are that is also a party (in any capacity) to the Existing Credit Agreement hereby waive any prior notice requirement waives (in each of its capacities under the Existing Credit Agreement Agreement) compliance with respect the 15-day notice requirement contained in Section 2.6(p) of the Existing Credit Agreement, such waiver to be deemed to be effective when all of the termination of commitments thereunder and the making of any prepayments thereunderconditions set forth in Section 4.1 are satisfied or waived. 108 Each of 123 IN WITNESS WHEREOF, the parties hereto has have caused a counterpart of this Agreement to be duly executed and delivered as of the date first above writtenwritten above. BORROWER: XXXXXX MEDICAL GROUPSPX CORPORATION, INC., a A Delaware corporation By: /s/ Xxxx X. Xxxxxx Xxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxx Xxxxx Title: Chief Executive Officer GUARANTORS: XXXXXX MEDICAL TECHNOLOGYSenior Vice President, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX MEDICAL CAPITAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer INBONE TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer WHITE BOX ORTHOPEDICS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer KHC-WDM LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer 109 Secretary & General Counsel ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as As Administrative Agent By: /s/ Xxxxxxx W. Xxxxxx Xxxxxxx Name: W. Xxxxxx Xxxxxxx Xxxxxxx Title: Senior Vice President FOREIGN TRADE FACILITY AGENT: DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as Foreign Trade Facility Agent By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer Swingline Lender and Swing Line Issuing Lender By: /s/ E. Xxxx Xxxxxxxx Name: E. Xxxx Xxxxxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxx W. Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxxx Title: Senior Vice President 110 REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: W. Xxxxxx Xxxxxxx X. Xxxxxxx Title: Senior Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx, Xx. Name: Xxxxx X. Xxxxx, Xx. Title: Senior Vice President PNC BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President RBS CITIZENS, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Executive Director 124 DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Director DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as a Lender By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Executive Director CITIBANK NA as a Lender By: /s/ Xxxxxxx X. Neikirth Name: Xxxxxxx X. Neikirth SCOTIABANK INC. as a Lender By: /s/X.X. Xxxx Name: X.X. Xxxx Title: Managing Director THE BANK OF NOVA SCOTIA as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director DRESDNER BANK AG NEW YORK BRANCH and GRAND CAYMAN BANK as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director 125 By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory CALYON NEW YORK BRANCH as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as a Lender for Revolving Credit Facility and Term Loan By: /s/ Xxxxxx C.A. Xxxxxxxx, Jr. Name: Xxxxxx C.A. Xxxxxxxx, Jr. Title: SVP and Manager By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President COMMERZBANK AG, GROSSKUNDENCENTER REGION MITTE as a Lender for Foreign Credit Instrument Facility By: /s/ X. Xxxxxx Name: X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President 126 MIZUHO CORPORATE BANK, LTD. as a Lender By: /s/ Hidekatsu Take Name: Hidekatsu Take Title: Deputy General Manager SUMITOMO MITSUI BANKING CORPORATION as a Lender By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: General Manager SUNTRUST as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Manager Director DNB NOR BANK ASA — NEW YORK BRANCH as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Senior Vice President By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorised Signatory By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorised Signatory 127 COMERICA BANK as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President and Head of Corporate Desk By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Risk Manager UBS LOAN FINANCE LLC as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director UBS LIMITED as a Lender By: /s/ X. Xxxxxx Name: X. Xxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director 128 U S BANKNATIONAL ASSOCIATION as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President WESTLB AG NEW YORK BRANCH as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Managing Director ZURICH VERSICHERUNG AG (DEUTSCHLAND) as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Surety Officer By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Underwriter DBS BANK LTD., LOS ANGELES AGENCY as a Lender By: /s/ Xxxxxx Xx Name: Xxxxxx Xx Title: General Manager NORTH FORK BANK A DIVISION OF CAPITAL ONE, N.A. as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President 129 TD BANKNORTH, N.A. as Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: EVP NORDEA BANK FINLAND PLC NEW YORK and GRAND CAYMAN BRANCHES as Lender By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Senior Vice President 111 CREDIT AGREEMENT SCHEDULESBy: /s/ Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: SVP Credit INTESASANPAOLO S.P.A. as Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: C.E.O. of Americas By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President BANK OF CHINA, NEW YORK BRANCH as Lender By: /s/ Xxxxxxxx Xx Name: Xxxxxxxx Xx Title: General Manager THE BANK OF NEW YORK as Lender By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President 130 PNC BANK, NATIONAL ASSOCIATION as Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President MEGA INTERNATIONAL COMMERCIAL BANK NEW YORK BRANCH as Lender By: /s/ Xxxxx-Xxx Xxx Name: Xxxxx-Xxx Xxx Title: Vice President & Deputy General Manager TAIWAN BUSINESS BANK as Lender By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: V.P. & General Manager BANK OF TAIWAN as Lender By: /s/ Xxxxxx Xxxxx-Jsu Yeh Name: Xxxxxx Xxxxx-Jsu Yeh Title: SVP & General Manager TAIWAN COOPERATIVE BANK as Lender By: /s/ Po-Xxxxx Xx Name: Po-Xxxxx Xx Title: VP & General Manager XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH as Lender By: /s/ Xxx X.X. Xxxx Name: Xxx X.X. Xxxx Title: VP & General Manager NATIONAL BANK OF EGYPT, NEW YORK BRANCH as Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President FIRST COMMERCIAL BANK, NEW YORK AGENCY as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: VP & General Manager BANK OF HAWAII as Lender By: /s/ Xxxxx X. Xx Name: Xxxxx X. Xx Title: Vice President
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Waiver of Notice of Termination. Those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder. 108 Each of the The parties hereto has have caused a counterpart of this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above writtenset forth above. BORROWER: XXXXXX MEDICAL GROUPSTANDARD PARKING CORPORATION, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx G. Mxxx Xxxxxxx ----------------------------------- Name: Xxxx X. Xxxxxx G. Mxxx Xxxxxxx Title: Executive Vice President and Chief Executive Financial Officer GUARANTORS: XXXXXX MEDICAL TECHNOLOGY, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX MEDICAL CAPITAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer INBONE TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer WHITE BOX ORTHOPEDICS, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer KHC-WDM LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer 109 ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer Issuing Lender and Swing Line Lender By: /s/ E. Xxxx Xxxxxxxx Name: E. Xxxx Xxxxxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Dxxxx X. Xxxxxxxx ----------------------------------- Name: Xxxxxxxxx Xxxxxx Dxxxx X. Xxxxxxxx Title: Director XXXXX Vice President WXXXX FARGO BANK, BANK N.A., as Syndication Agent and as a Lender By: /s/ Xxxxx Xxxxxx Cxxxx X. XxXxxxx ----------------------------------- Name: Xxxxx Xxxxxx Cxxxx X. XxXxxxx Title: Senior Vice President U.S. r LASALLE BANK NATIONAL ASSOCIATION, as Co-Administrative Agent and as a Lxxxx By: /s/ Sxxx P Silver -------------------------- Name: Sxxx X. Silver Title: Senior Vice President US BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Mxxxxx X. Xxxxxxxxxxxx Xxxxxxx ----------------------------------- Name: Xxxx Mxxxxx X. Xxxxxxxxxxxx Xxxxxxx Title: Assistant Vice President 101 FIFTH THIRD BANK, a Michigan Banking Corporation, as a Lender By: /s/ Exxxxx Xxxxxxxxx ----------------------------------- Name: Exxxxx Xxxxxxxxx Title: Senior Vice President 110 REGIONS MXXXXX XXXXX CAPITAL, a division of Mxxxxxx Lxxxx Business Financial Services Inc., as a Lender By: /s/ Mxxxxxx Xxxxxxx ----------------------------------- Name: Mxxxxxx Xxxxxxx Title: Vice President FIRST HAWAIIAN BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Pxxxx C.X. Xxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx, Xx. Name: Xxxxx X. Xxxxx, Xx. Title: Senior Vice President PNC BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President RBS CITIZENS, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Pxxxx C.X. Xxxxx Title: Senior Vice President 111 CREDIT AGREEMENT SCHEDULESANNEX A LENDERS AND PRO RATA SHARES ------------------------------------------------------ --------------------------------- ----------------------------- Lender Revolving Commitment Amount Pro Rata Share ------------------------------------------------------ --------------------------------- ----------------------------- Bank of America, N.A. $30,000,000 22.222222222% ------------------------------------------------------ --------------------------------- ----------------------------- LaSalle Bank National Association $30,000,000 22.222222222% ------------------------------------------------------ --------------------------------- ----------------------------- Wxxxx Fargo Bank N.A. $30,000,000 22.222222222% ------------------------------------------------------ --------------------------------- ----------------------------- US Bank National Association $18,000,000 13.333333333% ------------------------------------------------------ --------------------------------- ----------------------------- Fifth Third Bank $9,000,000 6.666666667% ------------------------------------------------------ --------------------------------- ----------------------------- Mxxxxxx Lxxxx Capital $9,000,000 6.666666667% ------------------------------------------------------ --------------------------------- ----------------------------- First Hawaiian Bank $9,000,000 6.666666667% ------------------------------------------------------ --------------------------------- ----------------------------- ------------------------------------------------------ --------------------------------- ----------------------------- TOTAL $135,000,000 100.000000000% ------------------------------------------------------ --------------------------------- ----------------------------- 103 CHAR1\889050v6 ANNEX B
Appears in 1 contract
Waiver of Notice of Termination. Those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder. 108 100 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. BORROWER: XXXXXX MEDICAL GROUP, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: XXXXXX MEDICAL TECHNOLOGY, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX MEDICAL CAPITAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer XXXXXX INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer INBONE TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer WHITE BOX ORTHOPEDICS, LLCINC., a Delaware limited liability company corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer KHC-WDM LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Officer 109 101 ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: /s/ E. Xxxx Xxxxxxxx Name: E. Xxxx Xxxxxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxxx Title: Senior Vice President 110 REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx, Xx. Name: Xxxxx X. Xxxxx, Xx. Title: Senior Vice President PNC US BANK, N.A.NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: 102 SCHEDULE 1.01 RESPONSIBLE OFFICERS Loan Party Responsible Officers Xxxxxx Medical Group, Inc. Xxxx X. Xxxxxx—President and CEO Xxxxx X. Xxxxx—Senior Vice President RBS CITIZENS, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: and CFO Xxxxxxx X. Xxxxx—Senior Vice President JPMORGAN CHASE BANKPresident, N.A.General Counsel and Secretary Xxxxx X. Xxxxx—Authorized Representative Xxxxxx Medical Technology, as a Lender By: /s/ Inc. Xxxx X. Xxxxxx—President and CEO Xxxxx Name: X. Xxxxx—Senior Vice President/CFO Xxxxxxx X. Xxxxx—Senior Vice President, General Counsel and Secretary Xxxxx X. Xxxxx—Vice-President/Treasurer Xxxxxx Medical Capital, Inc. Xxxx X. Xxxxxx—President and CEO Xxxxx Title: X. Xxxxx—Senior Vice President/CFO Xxxxxxx X. Xxxxx—Senior Vice President, General Counsel and Secretary Xxxxx X. Xxxxx—Vice-President/Treasurer Xxxxxx International, Inc. Xxxx X. Xxxxxx—President 111 CREDIT AGREEMENT SCHEDULESand CEO Xxxxx X. Xxxxx—Senior Vice President/CFO Xxxxxxx X. Xxxxx—Senior Vice President, General Counsel and Secretary Xxxxx X. Xxxxx—Vice-President/Treasurer INBONE Technologies, Inc. Xxxx X. Xxxxxx—President and CEO Xxxxx X. Xxxxx—Senior Vice President/CFO Xxxxxxx X. Xxxxx—Senior Vice President, General Counsel and Secretary Xxxxx X. Xxxxx—Vice-President/Treasurer SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Revolving Lender Commitment Applicable Percentage Bank of America, N.A. $ 25,000,000.00 25.000000000 % SunTrust Bank $ 20,000,000.00 20.000000000 % Xxxxx Fargo Bank, National Association $ 15,000,000.00 15.000000000 % JPMorgan Chase Bank, N.A. $ 15,000,000.00 15.000000000 % First Tennessee Bank National Association $ 15,000,000.00 15.000000000 % US Bank, National Association $ 10,000,000.00 10.000000000 % Total $ 100,000,000.00 100.000000000 % 2 SCHEDULE 6.13 SUBSIDIARIES # and Effect if Exercised of outstanding # and % of Shares warrants, options, # of Shares of Each Owned by Each Loan rights of Jurisdiction of Equity Class Party or Any conversion or Subsidiary Formation Outstanding Subsidiary purchase Xxxxxx Medical Technology, Inc. (WMT) U.S. (Delaware) 10 (common) 10 shares (100%) owned by Xxxxxx Medical Group, Inc. N/A Xxxxxx Medical Technology Canada Ltd. Canada (Ontario) 1000 (common) 1000 shares (100%) owned by WMT N/A # and Effect if Exercised of outstanding # and % of Shares warrants, options, # of Shares of Each Owned by Each Loan rights of Jurisdiction of Equity Class Party or Any conversion or Subsidiary Formation Outstanding Subsidiary purchase 2Hip Holdings SAS (2Hip) France 115,000,000 (common) 115,000,000 shares (100%) owned by WMT N/A Xxxxxx Medical Capital, Inc. U.S. (Delaware) 1,000 (common) 1,000 shares (100%) owned by WMT N/A INBONE Technologies, Inc. U.S. (Delaware) 100 % 100% owned by WMT N/A Xxxxxx Medical Japan, K.K. Japan (Tokyo) 200 (common) 200 shares (100%) owned by WMT N/A Xxxxxx Medical Costa Rica, XX Xxxxx Rica (San Xxxx) 50,000 (common) 50,000 shares (100%) owned by WMT N/A Xxxxxx Medical Australia Pty, Limited Australia 1 (common) 1 share (100%) owned by WMT N/A Xxxxxx International, Inc. (WI) U.S. (Delaware) 1,000 (common) 1,000 shares (100%) owned by WMT N/A Xxxxxx Medical Europe SA (WME) France 1,428,028 (common) 2,435,841 shares (99.9%) owned by 2Hip; 1 share (<0.01%) owned by Xxxxx Xxxxx; 1 share (<0.01%) owned by Xxxx X. Xxxxxx; 1 share (<0.01%) owned by Xxxxxx X. XxXxxxxxxx; 1 share (<0.01%) owned by Xxxxx X. Xxxxx; and 1 share (<0.01%) owned by Xxxxxxx Xxxxxxx N/A # and Effect if Exercised of outstanding # and % of Shares warrants, options, # of Shares of Each Owned by Each Loan rights of Jurisdiction of Equity Class Party or Any conversion or Subsidiary Formation Outstanding Subsidiary purchase Xxxxxx Medical Europe Trading SNC France 15,000 (common) 1,500 shares (10%) owned by 2Hip; 13,500 shares (90%) owned by WME N/A White Box Orthopedics, LLC Delaware 100% of Interests 100% owned by INBONE N/A Xxxxxx Medical Europe C.V. (WMECV) Netherlands (Amsterdam) 99% owned by WMT; 1% owned by WI 99% owned by WMT; 1% owned by WI N/A Xxxxxx Medical EMEA, B.V. (WMEBV) Netherlands (Amsterdam) 180 (common) 180 shares (100%) owned by WMECV N/A Xxxxxx Medical Netherlands, B.V. Netherlands (Amsterdam) 18,000 (common) 18,000 shares (100%) owned by WMEBV N/A Xxxxxx Instruments, B.V. Netherlands (Amsterdam) 180 (common) 180 shares (100%) owned by WMEBV N/A Xxxxxx Medical Europe Manufacturing SA France (Toulon) 585,117 (common) 585,100 (99.9%) shares owned by WME; 1 share (<0.01%) owned by Xxxxx Xxxxx; 1 share (<0.01%) owned by Xxxx X. Xxxxxx; 1 share (<0.01%) owned by Xxxxxx X. XxXxxxxxxx; 13 shares (<0.01%) owned by Xxxxx Xxxxxxx; 1 share (<0.01%) owned by Xxxxxxx Xxxxxxx [All shares except those held by X. Xxxxxxx are owned by WME and held in trust by the individuals.] N/A Xxxxxx Medical Italy Srl Italy (Milan) 11,000,000 (common) 11,000,000 shares (100%) owned by WME N/A # and Effect if Exercised of outstanding # and % of Shares warrants, options, # of Shares of Each Owned by Each Loan rights of Jurisdiction of Equity Class Party or Any conversion or Subsidiary Formation Outstanding Subsidiary purchase Xxxxxx Medical France SAS France (Creteil) 7,868 (common) 2,990 shares (38%) owned by WME; 4,878 shares (62%) owned by Xxxxxx Medical Europe Manufacturing SA N/A Xxxxxx Medical UK Limited England and Wales (Cardiff) 541,430 (common) 541,430 shares (100%) owned by WME N/A Xxxxxx Medical Deutschland GmbH Germany (Rosenheim) 50,000 (common) 25,000 shares (100%) owned by WME N/A Xxxxxx Medical Spain SA Spain (Barcelona) 30,000 (common) 30,000 shares (100%) owned by WME N/A Xxxxxx Medical Belgium NV Belgium (Brussels) 25,000 (common) 24,999 shares (99.9%) owned by WME; 1 share (<0.01%) by WMT N/A SCHEDULE 6.20(a) TAXPAYER IDENTIFICATION NUMBERS AND ORGANIZATIONAL IDENTIFICATION NUMBERS Organizational ID Loan Party Number Tax Payer ID Number Xxxxxx Medical Group, Inc. DE-3130568 00-0000000 Xxxxxx Medical Technology, Inc. DE-2309713 00-0000000 Xxxxxx Medical Capital, Inc. DE-3776676 00-0000000 Xxxxxx International, Inc. DE-4257825 00-0000000 INBONE Technologies, Inc. DE-3862792 00-0000000 White Box Orthopedics, LLC DE-4804524 00-0000000 SCHEDULE 6.20(b) CHANGES IN LEGAL NAME, STATE OF FORMATION OR STRUCTURE INBONE TECHNOLOGIES, INC. On May 22, 2007, Xxxxxx Orthopedic, Inc. changed its name to INBONE Technologies, Inc. On April 2, 2008, LAB Acquisition Corp. merged with and into INBONE Technologies, Inc. SCHEDULE 6.21 LABOR MATTERS In June 2007, we announced plans to close our manufacturing, distribution and administrative facility located in Toulon, France. The facility’s closure affected approximately 130 Toulon-based employees. Related to the announcement and during the process of closing the facility, there were work stoppages and strikes. We have since completed the facility closure, and have no remaining employees in Toulon. SCHEDULE 8.01 LIENS EXISTING ON THE CLOSING DATE NONE 10 SCHEDULE 8.02 INVESTMENTS As of May 31, 2010 Intercompany Investments — Domestic to Foreign Additional Paid-In Account Relationship Common Stock Capital
Appears in 1 contract
