RATIFICATION AGREEMENT
Exhibit 4.2
Execution Copy
This RATIFICATION AGREEMENT, dated as of July 2, 2014 (this “Ratification”), to the Credit Agreement referred to below is delivered by each of the undersigned (each a “Loan Party”). Capitalized terms used herein but not defined have the meaning prescribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Integra LifeSciences Holdings Corporation (“Borrower”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (“Bank”), and the other lenders from time to time party thereto (the “Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement”);
WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Subsidiary Guaranty dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”);
WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Security Agreement dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”);
WHEREAS, in connection with the Original Credit Agreement, the Loan Parties executed that certain Amended and Restated Pledge Agreement dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”, and collectively with the Guaranty and the Security Agreement, the “Ratified Documents”);
WHEREAS, the Original Credit Agreement was amended and restated June 8, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”) and in connection therewith, all obligations under the Ratified Documents were ratified in accordance with that certain Ratification Agreement dated as of June 8, 2011;
WHEREAS, the parties to the Existing Credit Agreement have agreed to enter into a Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, it is a condition of effectiveness of the Credit Agreement that each Loan Party deliver to the Administrative Agent and the Lenders an executed counterpart of this Ratification;
NOW THEREFORE, in consideration of the agreements set forth above, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Acknowledgment and Ratification of the Ratified Documents. Each Loan Party hereby (a) acknowledges its receipt and review of, and acknowledges the terms and conditions under, the Credit Agreement, (b) agrees to be bound by Section 10.20 of the Credit Agreement, (c) agrees that all the references in the Ratified Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement and any amendment, restatement, supplement or other modification thereof from time to time in accordance with its terms, (d) represents and warrants that attached hereto as Exhibit A (excluding Item C to Schedule I of the Security Agreement, it being understood that Item C to Schedule I of the Security Agreement shall be delivered in accordance with Section 6.16 of the Credit Agreement) (the “Updated Schedules”) are true and correct in all material respects as of the date hereof, (e) agrees that with respect to Domestic Subsidiaries that own no material assets other than equity interest in one or more Foreign Subsidiaries, to the extent necessary to avoid adverse tax consequences for such Domestic Subsidiary, the pledge of the capital stock or Equity Interests of such Domestic Subsidiaries shall constitute no more than (i) 65% of the voting rights in such entity and (ii) 100% of all other rights in such entity, (f) acknowledges that the terms and conditions of the Ratified Documents remain unchanged as of the date hereof except for the substitution of the Updated Schedules as the applicable schedules to the Pledge Agreement and the Security Agreement as of the date hereof, and (g) agrees that the Ratified Documents (including the Updated Schedules) are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
1.2 Grant. Without limiting the generality or effectiveness of the ratification set forth in Section 1 hereof, and in consideration of the Third Amended and Restated Credit Agreement and the modifications and amendments therein, each of the undersigned Loan Parties hereby pledges, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent, for its benefit and for the ratable benefit of the Secured Parties, a continuing security interest in all of such party’s right, title and interest in and to (a) the Collateral, as such term is defined in the Pledge Agreement, to secure the Secured Obligations, as such term is defined in the Pledge Agreement and (b) the Collateral, as such term is defined in the Security Agreement, to secure the Secured Obligations, as such term is defined in the Security Agreement, in each case subject in all respects to the terms and conditions of the Pledge Agreement or Security Agreement, as applicable.
1.3 Confirmation of the Ratified Documents. All of the indebtedness, liabilities and obligations owing by the Loan Parties under the Ratified Documents shall continue as obligations hereunder and thereunder and neither the execution and delivery of this Ratification nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Ratified Documents or the security interests created thereunder.
1.4 Loan Document. This Ratification shall constitute a Loan Document under the terms of the Credit Agreement.
1.5 Counterparts; Telecopy. This Ratification may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Ratification shall become effective when it shall have been executed by Bank and when Bank shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Ratification by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Ratification.
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1.6 GOVERNING LAW. THIS RATIFICATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned have caused this Ratification to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| INTEGRA LIFESCIENCES HOLDINGS | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| ASCENSION ORTHOPEDICS, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| CONFLUENT SURGICAL, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| ENDOSOLUTIONS, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| INTEGRA BURLINGTON MA, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
Signature Page
| INTEGRA LIFESCIENCES CORPORATION, a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| INTEGRA LIFESCIENCES SALES LLC, a Delaware limited liability company | ||
| By: |
Integra LifeSciences Corporation as its Sole Member | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| INTEGRA NEUROSCIENCES (INTERNATIONAL), INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
| INTEGRA YORK PA, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President | |
| X. XXXXXX SURGICAL INSTRUMENTS, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President | |
| SEASPINE, INC., a Delaware corporation | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President, Chief Executive Officer | |
Signature Page
| ACKNOWLEDGED AND ACCEPTED: | ||
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Vice President | |
Signature Page
EXHIBIT A
See attached.
UPDATED SCHEDULE I TO PLEDGE AGREEMENT
| Item A. | Pledged Notes |
| Pledgor (Holder) |
Securities Issuer (Maker) |
Date | Original Principal Amount |
|||||||
| X. Xxxxxx Surgical Instruments, Inc. | 12-22-04 | $ | 24,000,000.00 | |||||||
| Integra LifeSciences Corporation | 05-12-06 | $ | 101,000,000.00 | |||||||
| Integra LifeSciences Corporation | 05-07-07 | $ | 30,000,000.00 | |||||||
| Integra LifeSciences Corporation | 05-11-07 | $ | 4,000,000.00 | |||||||
| Integra LifeSciences Corporation | 12-28-07 | $ | 4,112,500.00 | |||||||
| Integra LifeSciences Corporation | 11-30-09 | $ | 12,500,000.00 | |||||||
| Integra LifeSciences Corporation | 08-10-10 | $ | 600,000,000.00 | |||||||
| EndoSolutions, Inc. | 08-10-10 | $ | 600,000,000.00 | |||||||
| X. Xxxxxx Surgical Instruments, Inc. | 08-10-10 | $ | 600,000,000.00 | |||||||
| Integra LifeSciences Holdings Corporation |
Integra Luxtec, Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra NeuroSciences (International), Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra Radionics, Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
IsoTis OrthoBiologics, Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Miltex, Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Minnesota Scientific, Inc. | 08-10-10 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Corporation |
Theken Spine, LLC | 08-10-10 | $ | 600,000,000.00 | ||||||
| Pledgor (Holder) |
Securities Issuer (Maker) |
Date | Original Principal Amount |
|||||||
| Integra LifeSciences Holdings Corporation |
SeaSpine, Inc. | 07-21-11 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 10-19-10 | $ | 30,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 09-23-11 | $ | 50,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Ascension Orthopedics, Inc. | 11-18-11 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Sales LLC | 10-31-12 | $ | 600,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 07-28-13 | $ | 14,205,812.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 09-01-13 | $ | 20,000,000.00 | ||||||
| Integra LifeSciences Corporation |
Integra Euro Holdings Inc. | 12-06-13 | $ | 141,122.82 | ||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 01-15-14 | $ | 150,000,000.00 | ||||||
| Integra LifeSciences Holdings Corporation |
Confluent Surgical, Inc. | 03-13-14 | $ | 600,000,000.00 | ||||||
| Item B. | Pledged Shares |
| Pledgor |
Securities Issuer |
Authorized Shares Interests |
Outstanding Shares |
% of Shares Pledged |
Certificate No. |
|||||||||||||
| Integra LifeSciences Holdings Corporation |
Integra LifeSciences Corporation | 100 common | 100 | 100 | % | 2 | ||||||||||||
| Integra LifeSciences Corporation |
X. Xxxxxx Surgical Instruments, Inc. | 2,000 common | 500 | 100 | % | 124 | ||||||||||||
| Integra LifeSciences Corporation |
Integra NeuroSciences (International), Inc. | 3,000 common | 100 | 100 | % | 2 | ||||||||||||
| Integra LifeSciences Corporation |
Integra York PA, Inc. (f/k/a Miltex, Inc.) | 1,000 common | 100 | 100 | % | 3 | ||||||||||||
| Pledgor |
Securities Issuer |
Authorized Shares Interests |
Outstanding Shares |
% of Shares Pledged |
Certificate No. |
|||||||||||||
| Integra York PA, Inc. |
EndoSolutions, Inc. | 1,000 common | 100 | 100 | % | 3 | ||||||||||||
| Integra LifeSciences Corporation |
Integra LifeSciences (Canada) Holdings, Inc. | 1,000 common | 100 | 100 | % | 1 | ||||||||||||
| Integra LifeSciences Corporation |
IsoTis, Inc. |
|
100,000,000 common
10,000,000 preferred |
|
1,000 common | 100 | % | 1 | ||||||||||
| Integra LifeSciences Corporation |
Precise Dental Holding Corp. | 2,000 common | 50 -2/3 | 100 | % | 15 | ||||||||||||
| Integra York PA, Inc. |
Integra Euro Holdings, Inc. | 2,000 common | 28 | 100 | % | 4 | ||||||||||||
| X. Xxxxxx Surgical Instruments, Inc. |
Integra Euro Holdings, Inc. | 2,000 common | 313 | 100 | % | 5 | ||||||||||||
| Integra NeuroSciences (International), Inc. |
Integra Euro Holdings, Inc. | 2,000 common | 669 | 100 | % | 6 | ||||||||||||
| Integra LifeSciences Corporation |
Integra Burlington MA, Inc. (f/k/a Integra Radionics, Inc.) | 1,000 common | 100 | 100 | % | 1 | ||||||||||||
| Integra LifeSciences Corporation |
SeaSpine, Inc. | 3,000 common | 1,451 | 100 | % | 54 | ||||||||||||
| Integra LifeSciences Corporation |
Ascension Orthopedics, Inc. | 100 Common | 100 | 100 | % | 1 | ||||||||||||
| Integra LifeSciences Corporation |
Confluent Surgical, Inc. |
|
6,500,000 Common
41,136,859
all |
|
88.02 common | 100 | % | 5 | ||||||||||
| Item C. | Pledged Membership Interests |
| Pledgor |
Securities Issuer |
No. of Membership Interests |
Membership Interests % of Interests Pledged |
Certificate No. |
||||||||||
| Integra LifeSciences Corporation |
Integra LifeSciences Sales LLC (Delaware) | 1 | 100 | % | 2 | |||||||||
| Item D. | Pledged Partnership Interests |
None.
UPDATED SCHEDULE I TO SECURITY AGREEMENT
| Item A. | State of Organization, Identification Number, Chief Executive Office |
| Grantor; Chief Executive Office |
State of Organization | Identification Number | ||
| Integra LifeSciences Holdings Corporation |
Delaware | 2199700 | ||
| 000 Xxxxxxxxxx Xxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| Ascension Orthopedics, Inc. |
Delaware | 2686969 | ||
| 0000 Xxxxxxx Xxxx |
||||
| Xxxxxx, XX 00000 |
||||
| Confluent Surgical, Inc. |
Delaware | 2928705 | ||
| 000 Xxxxxxxxxx Xxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| EndoSolutions, Inc. |
Delaware | 3436217 | ||
| 000 Xxxxxx Xxxxx |
||||
| Xxxx, XX 00000 |
||||
| Integra LifeSciences Corporation |
Delaware | 2363821 | ||
| 000 Xxxxxxxxxx Xxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| Integra LifeSciences Sales LLC |
Delaware | 3826429 | ||
| 000 Xxxxxxxxxx Xxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| Integra NeuroSciences (International), Inc. |
Delaware | 2902491 | ||
| 000 Xxxxxxxxxx Xxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| Integra Burlington MA, Inc. |
Delaware | 4077406 | ||
| 00 Xxxxx Xxxxxx |
||||
| Xxxxxxxxxx, XX 00000 |
||||
| Integra York PA, Inc. |
Delaware | 4079576 | ||
| 000 Xxxxxx Xxxxx |
||||
| Xxxx, XX 00000 |
||||
| X. Xxxxxx Surgical Instruments, Inc. |
Delaware | 0769265 | ||
| 00 Xxx Xxxx Xxxxx Xxxx, Xxxxx XX-0 |
||||
| Xxxxxxxxx, XX 00000 |
||||
| SeaSpine, Inc. |
Delaware | 3506438 | ||
| 0000 Xx Xxxxxx |
||||
| Xxxxx, Xxxxxxxxxx 00000 |
||||
| Item B. | Location of Equipment & Inventory (Owned Locations) |
| Grantor Mailing Address |
County |
State |
||||
| Integra York PA, Inc. |
York | Pennsylvania | ||||
| 000 Xxxxxx Xxxxx |
||||||
| Xxxx, XX 00000 |
||||||
| Integra LifeSciences Corporation |
Hamilton | Ohio | ||||
| 0000 Xxxxxxxxx Xxxxx |
||||||
| Xxxxxxxxxx, XX 00000 |
||||||
| Item C. | Leased Property; Bailees |
To be delivered pursuant to Section 6.16(b) of the Credit Agreement.
| Item D. | Trade Names |
| Grantor |
Trade Name | |
| Integra LifeSciences Corporation |
Integra | |
| Integra LifeSciences Corporation |
Integra LifeSciences | |
| Integra LifeSciences Corporation |
Integra NeuroSciences | |
| Integra LifeSciences Corporation |
Integra Neurosupplies (NSI) | |
| Integra LifeSciences Corporation |
Integra Pain Management | |
| X. Xxxxxx Surgical Instruments, Inc. |
Jarit Instruments | |
| Integra York PA, Inc. |
Miltex | |
| Item E. | Commercial Tort Claims |
| Description of | ||||||||||
| Grantor |
Commercial Tort Claim |
|||||||||
| None |
