EXHIBIT 10.3
ACKNOWLEDGMENT AND CONSENT
Reference is made to (i) the Amended and Restated Credit
Agreement, dated as of August 11, 1999 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Amended Credit Agreement"), among
the CONMED Corporation, a New York corporation, the several banks, financial
institutions and other entities from time to time parties thereto (the
"Lenders"), Chase Securities Inc., as sole book-manager, lead arranger and as
syndication agent, Xxxxxxx Xxxxx Xxxxxx, Inc., as documentation agent and The
Chase Manhattan Bank, as administrative agent for the Lenders (in such capacity,
the "Agent"), (ii) the Existing Credit Agreement referred to therein and (iii)
the Guarantee and Collateral Agreement made by CONMED Corporation and certain of
its Subsidiaries in favor of The Chase Manhattan Bank, as administrative agent,
dated as of December 31, 1997. Unless otherwise defined herein, terms which are
defined in the Amended CreditAgreement and used herein are so used as so
defined.
Each of the undersigned confirms that it has received a copy
of the Amended CreditAgreement and that it approves of and consents to the
amendment and restatement of the Existing Credit Agreement pursuant to the
Amended Credit Agreement. Each of the undersigned further confirms and agrees
that (a) each of the Loan Documents to which it is a party will remain in full
force and effect in accordance with its terms after giving effect to the
amendment and restatement of the Existing Credit Agreement pursuant to the
Amended Credit Agreement, (b) the Liens granted by it and the guarantees made by
it pursuant to the Loan Documents will remain in full force and effect in
accordance with their respective terms after giving effect to the amendment and
restatement of the Existing Credit Agreement pursuant to the Amended Credit
Agreement and will secure and guarantee the Obligations in accordance with their
respective terms and (c) without limiting the foregoing, all references to the
"Credit Agreement" in the Loan Documents (as defined in the Existing Credit
Agreement) shall refer to the Existing Credit Agreement as amended and restated
pursuant to the Amended Credit Agreement and as the same may be further amended,
supplemented or otherwise modified from time to time.
THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Each of the undersigned, at its own expense and at any time
from time to time, upon the written request of the Agent or any Lender will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as such other party reasonably may request for the
purposes of obtaining or preserving the full benefits of this Acknowledgment and
Consent.
IN WITNESS WHEREOF, the undersigned have caused this
Acknowledgment and Consent to be duly executed and delivered as of the day and
year first above written.
CONMED CORPORATION
By:
Title:
ASPEN LABORATORIES, INC.
By:
Title:
CONMED ANDOVER MEDICAL, INC.
By:
Title:
XXXXXXXX MEDICAL SYSTEMS, INC.
By:
Title:
NDM, INC.
By:
Title:
CONSOLIDATED MEDICAL EQUIPMENT INTERNATIONAL, INC.
By:
Title:
LINVATEC CORPORATION
By:
Title:
ENVISION MEDICAL CORPORATION
By:
Title:
