CREDIT AGREEMENT Dated as of September 25, 2007 among BIOMET, INC., as Borrower, LVB ACQUISITION, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO GOLDMAN SACHS...Credit Agreement • November 22nd, 2011 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 25, 2007, among BIOMET, INC., an Indiana corporation (the “Borrower”), LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 2, 2012 among BIOMET, INC., as Issuer, THE GUARANTORS LISTED ON SCHEDULE I HERETO and GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. CITIGROUP GLOBAL...Registration Rights Agreement • October 4th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October 2, 2012 by and among BIOMET, INC., an Indiana corporation (the “Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”), and GOLDMAN, SACHS & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC, HSBC SECURITIES (USA) INC., ING FINANCIAL MARKETS LLC, NATIXIS SECURITIES AMERICAS LLC, RBC CAPITAL MARKETS, LLC, SMBC NIKKO CAPITAL MARKETS LIMITED and UBS SECURITIES LLC (the “Initial Purchasers”), as the initial purchasers under the Purchase Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2013 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of January 14, 2013 is made by and between Biomet, Inc., an Indiana corporation (the “Company”), and Jeffrey R. Binder (the “Executive”).
ContractGlobal Note • October 4th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER HOLDINGS, INC., OWL MERGER SUB, INC. AND LVB ACQUISITION, INC. April 24, 2014Merger Agreement • April 30th, 2014 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).
LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT FOR SENIOR EXECUTIVESManagement Stockholders’ Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
CREDIT AGREEMENT Dated as of November 14, 2012 among BIOMET, INC., as Parent Borrower, BIOMET GLOBAL SUPPLY CHAIN CENTER B.V., as Dutch Parent Borrower THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, LVB ACQUISITION, INC., as Holdings, BANK OF AMERICA,...Credit Agreement • November 19th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 14, 2012, among BIOMET, INC., an Indiana corporation (the “Parent Borrower”), Biomet Global Supply Chain Center B.V., a besloten vennootschap (a private limited liability company) formed under the laws of the Netherlands (the “Dutch Parent Borrower”), the other Subsidiary Borrowers party hereto, LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
LIMITED GUARANTEELimited Guarantee • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIMITED GUARANTEE, dated as of June 7, 2007 (this “Limited Guarantee”), by KKR 2006 Fund L.P. (the “Guarantor”) in favor of Biomet, Inc. (the “Guaranteed Party”).
GUARANTY (Cash Flow) dated as of September 25, 2007 among LVB ACQUISITION, INC., as Holdings CERTAIN SUBSIDIARIES OF BIOMET, INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • November 22nd, 2011 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY dated as of September 25, 2007, among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), certain Subsidiaries of BIOMET, INC. from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
CREDIT AGREEMENT Dated as of September 25, 2007 among BIOMET, INC., as Parent Borrower, THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, LVB ACQUISITION, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • November 22nd, 2011 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 25, 2007, among BIOMET, INC., an Indiana corporation (the “Parent Borrower”), the Subsidiary Borrowers party hereto, LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
March 26, 2012Deferred Prosecution Agreement • March 28th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Biomet, Inc. (“Biomet”), by its undersigned attorneys, pursuant to authority granted by Biomet’s Board of Directors, and the United States Department of Justice, Criminal Division, Fraud Section (the “Department”) enter into this deferred prosecution agreement (the “Agreement”). The terms and conditions of this Agreement are as follows:
AMENDED AND RESTATED RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • January 14th, 2013 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT GRANT AGREEMENT (“Agreement”), is made as of this 14th day of January, 2013 between LVB Acquisition, Inc. (the “Company”) and Jeffrey R. Binder (the “Participant”).
ASSET PURCHASE AGREEMENT between DEPUY ORTHOPAEDICS, INC., and BIOMET, INC. Dated as of April 2, 2012Asset Purchase Agreement • April 6th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
ASSET PURCHASE AGREEMENT dated as of April 2, 2012 (this “Agreement”), between DEPUY ORTHOPAEDICS, INC., an Indiana corporation (“Seller”), and BIOMET, INC., an Indiana corporation (“Buyer”).
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • August 6th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 25, 2007, as amended and restated as of August 2, 2012, among BIOMET, INC., an Indiana corporation (the “Borrower”), LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractJoinder to Amendment and Restatement Agreement • October 9th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
JOINDER TO AMENDMENT AND RESTATEMENT AGREEMENT, dated as of October 4, 2012 (this “Joinder”), among Biomet Inc., an Indiana corporation (the “Borrower”), LVB Acquisition, Inc., a Delaware corporation (“Holdings”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party thereto and each of the other parties identified as an “Extending Term Lender” on the signature pages hereto (individually, a “Joining Lender” and collectively the “Joining Lenders”).
APPENDIX A FORM OF AWARD GRANT AGREEMENT (Leveraged Share Purchase Program)Award Grant Agreement • September 28th, 2011 • LVB Acquisition, Inc. • Delaware
THIS AGREEMENT, made as of this [ ] day of [ ], [ ] between LVB Acquisition, Inc. (the “Company”) and [ ] (the “Participant”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Addendum (as defined below) or, if used but not defined in the Addendum, in the LVB Acquisition, Inc. Management Equity Incentive Plan (as amended through the date hereof, including the Addendum, the “Plan”).
FORM OF FIRST AMENDMENT TO AWARD GRANT AGREEMENT (Leveraged Share Purchase Program)Award Grant Agreement • September 28th, 2011 • LVB Acquisition, Inc.
This First Amendment to Award Grant Agreement (this “Amendment”) is made this 5th day of October, 2009 between LVB Acquisition, Inc. (the “Company”) and NAME (the “Participant”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement (as defined below).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Management Services Agreement (the “Agreement”) is entered into as of September 25, 2007, by and among LVB Acquisition Merger Sub, Inc., an Indiana corporation (“Merger Sub”), LVB Acquisition Holding, LLC, a Delaware limited liability company (“Holding”), LVB Acquisition, Inc., a Delaware corporation (“Parent”, and together with Merger Sub, Holding and their respective successors, the “Companies”), Blackstone Management Partners V L.L.C. (“Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and TPG Capital, L.P. (“TPG”, together with Blackstone, Goldman Sachs and KKR, the “Managers”).
SECOND] AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2014 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This [Second] Amendment to Employment Agreement (the “Amendment”) is made this day of April 2014 between BIOMET, INC., an Indiana corporation (“Biomet”) and (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
September 6, 2011 VIA HAND DELIVERY Dane A. Miller, Ph.D.Consulting Agreement • September 28th, 2011 • LVB Acquisition, Inc.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 4th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 2, 2012 among Biomet, Inc., an Indiana corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2014 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to the Amended and Restated Employment Agreement (the “Amendment”) is made this 24th day of April 2014 between BIOMET, INC., an Indiana corporation (“Biomet”) and Jeffrey R. Binder (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Bradley J. Tandy (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
AMENDED AND RESTATED INTERIM SPONSORS AGREEMENTInterim Sponsors Agreement • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Amended and Restated Interim Sponsors Agreement (this “Agreement”) is made as of June 13, 2007, to be effective as of June 7, 2007, by and among LVB Acquisition Holding, LLC, a Delaware limited liability company (“Holding”), and the other parties appearing on the signature pages hereto (each a “Sponsor,” and collectively, the “Sponsors”). This Agreement amends and restates in its entirety the Interim Sponsors Agreement, dated as of December 17, 2006, by and among Holding and the Sponsors. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Robin T. Barney (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
PLEDGE AND SECURITY AGREEMENT (Cash Flow) dated as of September 25, 2007 among BIOMET, INC., as the Borrower LVB ACQUISITION, INC., as Holdings CERTAIN SUBSIDIARIES OF BIOMET, INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentPledge and Security Agreement • November 22nd, 2011 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PLEDGE AND SECURITY AGREEMENT dated as of September 25, 2007 among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BIOMET, INC., an Indiana corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties (as defined below).
September 6, 2011 VIA HAND DELIVERY Dane A. Miller, Ph.D.Consulting Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
LVB ACQUISITION, INC. AGREEMENT TO TERMS OF ELECTIONAgreement to Terms of Election • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
If you would like to participate in this Offer, please indicate your election by signing the Election Form and submitting it by mail or hand delivery to the Company as noted on the Election Form by no later than 6:00 p.m. Eastern Daylight Time (“EDT”) on July 30, 2012, unless we extend the Offer. You may withdraw this election by submitting a new properly completed Election Form prior to 6:00 p.m. EDT on the completion date, which will be July 30, 2012, unless we extend the Offer.
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • September 28th, 2011 • LVB Acquisition, Inc. • Delaware
WHEREAS, the Company has adopted and maintains the LVB Acquisition, Inc. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company; and
LIMITED GUARANTEELimited Guarantee • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIMITED GUARANTEE, dated as of June 7, 2007 (this “Limited Guarantee”), by GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Offshore Fund, L.P. (each a “Guarantor” and collectively, the “Guarantors”) in favor of Biomet, Inc. (the “Guaranteed Party”).
ContractIncremental Term Facility Amendment • October 1st, 2013 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECOND INCREMENTAL TERM FACILITY AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 25, 2013 (this “Incremental Amendment”), by and among Biomet Inc., an Indiana corporation (the “Borrower”), LVB Acquisition, Inc., a Delaware corporation (“Holdings”), each of the other Loan Parties, the Additional Term Lender party hereto and Bank of America, N.A., as Administrative Agent.
ContractAsset Purchase Agreement • June 5th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT NO. 1, dated as of June 1, 2012 (this “Amendment”), between DEPUY ORTHOPAEDICS, INC., an Indiana corporation (“Seller”), and BIOMET, INC., an Indiana corporation (“Buyer”), to the Asset Purchase Agreement, dated as of April 2, 2012 (the “Asset Purchase Agreement”), between Seller and Buyer.
LVB ACQUISITION, INC. AGREEMENT TO TERMS OF ELECTIONAgreement to Terms of Election • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
If you would like to participate in this Offer, please indicate your election by signing the Election Form and submitting it by mail or hand delivery to the Company as noted on the Election Form by no later than 6:00 p.m. Eastern Daylight Time (“EDT”) on July 30, 2012, unless we extend the Offer. You may withdraw this election by submitting a new properly completed Election Form prior to 6:00 p.m. EDT on the completion date, which will be July 30, 2012, unless we extend the Exchange Offer.
AMENDED AND RESTATED STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • January 14th, 2013 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AMENDED AND RESTATED AGREEMENT is made as of this 14th day of January, 2013 by and between LVB Acquisition, Inc. (the “Company”) and Jeffrey R. Binder (the “Participant”).
FORM OF STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
WHEREAS, the Company has adopted and maintains the LVB Acquisition, Inc. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
