Exhibit 10.2
Execution Version
AMENDMENT NO. 1
TO
PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this
"Amendment") dated as of October 23, 2003, is entered into among CONMED
CORPORATION ("ConMed"), as an originator and as initial Servicer ("Servicer"),
LINVATEC CORPORATION ("Linvatec"), LINVATEC CANADA ULC ("Linvatec Canada"),
together with CONMED and the other Persons who may become party hereto as
originators (each individually "Originator" and collectively the "Originators"),
and CONMED RECEIVABLES CORPORATION, as initial purchaser (the "Initial
Purchaser"). Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Purchase and Sale Agreement, referred to below.
PRELIMINARY STATEMENTS
A. Reference is made to that certain Purchase and Sale Agreement
dated as of November 1, 2001 among Originators, Servicer and the Initial
Purchaser (as amended, restated, supplemented or modified from time to time, the
"Purchase and Sale Agreement").
B. The parties hereto have agreed to amend certain provisions of the
Purchase and Sale Agreement upon the terms and conditions set forth herein.
SECTION 1. Amendment. The parties hereto hereby agree to amend the
Purchase and Sale Agreement as follows:
(i) to delete the definition of Receivables Purchase Agreement
set forth in the first paragraph of the definitions and substitute
the following therefor:
Amended and Restated Receivables Purchase Agreement, dated as
of even date herewith, among the Initial Purchaser, as Seller,
ConMed, as the initial Servicer, and Fleet National Bank, as
Purchaser and as Administrator (as the same may be amended,
modified or supplemented from time to time, the "Receivables
Purchase Agreement");
; and
(ii) to delete the legend set forth in clause (i) of Section
4.1 and substitute the following therefor:
THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CONMED
RECEIVABLES CORPORATION PURSUANT TO A PURCHASE AND SALE
AGREEMENT, DATED AS OF NOVEMBER 1, 2001, AS AMENDED FROM TIME
TO TIME,
BETWEEN CONMED CORPORATION, CERTAIN SUBSIDIARIES OF CONMED
CORPORATION AND CONMED RECEIVABLES CORPORATION; AND AN
OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED
HEREIN HAS BEEN GRANTED AND ASSIGNED TO FLEET NATIONAL BANK,
AS ADMINISTRATOR, PURSUANT TO AN AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, DATED AS OF OCTOBER 23, 2003,
AMONG CONMED RECEIVABLES CORPORATION, CONMED CORPORATION, AND
FLEET NATIONAL BANK, AS PURCHASER AND AS THE ADMINISTRATOR;
SECTION 2. Representations and Warranties. Each of the parties hereto
hereby represents and warrants to each other, as to itself that:
(a) this Amendment constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law; and
(b) on the date hereof, before and after giving effect to this
Amendment, no Liquidation Event has occurred and is continuing.
SECTION 3. Reference to and Effect on the Transaction Documents.
(a) Upon the effectiveness of this Amendment, (i) each reference in
the Purchase and Sale Agreement to "this Purchase and Sale Agreement",
"this Agreement", "hereunder", "hereof", "herein" or words of like import
shall mean and be a reference to the Purchase and Sale Agreement as
amended or otherwise modified hereby, and (ii) each reference to the
Purchase and Sale Agreement in any other Transaction Document or any other
document, instrument or agreement executed and/or delivered in connection
therewith, shall mean and be a reference to the Purchase and Sale
Agreement as amended or otherwise modified hereby.
(b) Except as specifically amended, terminated or otherwise modified
above, the terms and conditions of the Purchase and Sale Agreement, of all
other Transaction Documents and any other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain
in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the
Originators, Servicer or the Initial Purchaser under the Purchase and Sale
Agreement or any other Transaction Document or any other document,
instrument or agreement executed in connection
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therewith, nor constitute a waiver of any provision contained therein, in
each case except as specifically set forth herein.
SECTION 4. Execution in Counterparts. This Amendment 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 to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 5. GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
SECTION 6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
[Remainder of Page Deliberately Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers as of the date first above
written.
CONMED CORPORATION, as an Originator and
as initial Servicer
By:_________________________________
Name:
Title:
LINVATEC CORPORATION, as an Originator
By:_________________________________
Name:
Title:
LINVATEC CANADA ULC, as an Originator
By:_________________________________
Name:
Title:
CONMED RECEIVABLES CORPORATION, as
Initial Purchaser
By:_________________________________
Name:
Title:
Signature Page to Amendment No. 1
FLEET NATIONAL BANK, as Administrator
By:_________________________________
Name:
Title:
