JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England March 11, 2008 To: NuVasive, Inc. 4545 Towne Centre Court San Diego, CA 92121 Attention: Treasurer Telephone No.: 858-909-1800 Facsimile No.:...
Exhibit 10.7
EXECUTION COPY
JPMorgan Chase Bank, National Association
X.X. Xxx 000
60 Victoria Embankment
Xxxxxx XX0X 0XX
England
X.X. Xxx 000
60 Victoria Embankment
Xxxxxx XX0X 0XX
England
March 11, 2008
To: NuVasive, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Treasurer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Treasurer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction
(the “Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch
(“Bank”) and NuVasive, Inc. (“Counterparty”), pursuant to a letter agreement dated March 3, 2008
(the “Confirmation”) pursuant to which Counterparty purchased from Bank a Number of Options equal
to 200,000 in connection with the issuance by Counterparty of USD 200,000,000 principal amount of
2.25% Convertible Senior Notes due 2013 (the “Initial Convertible Notes”). This Amendment relates
to, and sets forth the terms of, the purchase by Counterparty from Bank of an additional Number of
Options (the “Additional Number of Options”) in connection with the issuance (the “Additional
Convertible Notes Issuance”) by Counterparty of an additional USD 30,000,000 principal amount of
2.25% Convertible Senior Notes due 2013 (the “Additional Convertible Notes”, and together with the
Initial Convertible Notes, the “Convertible Notes”) to the initial purchasers of the Convertible
Notes.
Upon the effectiveness of this Amendment, all references in the Confirmation to (i) the
“Number of Options” will be deemed to be to the Number of Options as amended hereby, (ii) the
“Transaction” will be deemed to be to the Transaction, as amended hereby, and (iii) “Convertible
Notes” will be deemed to include the Additional Convertible Notes. Except to the extent specified
below, all other provisions of the Confirmation shall apply to the Additional Number of Options as
if such Additional Number of Options were originally subject to the Confirmation. Capitalized
terms used herein without definition shall have the meanings assigned to them in the Confirmation.
The terms relating to the purchase of the Additional Number of Options are as follows:
1. The “Trade Date” with respect to the Additional Number of Options will be March 11, 2008.
2. The “Number of Options” for the Transaction will be “230,000” reflecting an addition of 30,000
Additional Number of Options.
3. The “Premium” for the Transaction will be “$22,879,250” reflecting an increase of the premium
payable by Counterparty to Bank in the amount of $2,984,250 for the Additional Number of Options.
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
4. Each of Bank and Counterparty hereby repeats the representations, warranties and agreements
made by such party in the Confirmation, with respect to the Amendment or with respect to the
Confirmation, as amended by the Amendment, as the context requires.
5. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation
shall remain and continue in full force and effect and are hereby confirmed in all respects.
6. This Amendment may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
7. The provisions of this Amendment shall be governed by the New York law (without reference to
choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Amendment and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000.
Very truly yours,
X.X. Xxxxxx Securities Inc., as agent for
JPMorgan Chase Bank, National Association
JPMorgan Chase Bank, National Association
By: Xxxxx X. Xxxx
Authorized Signatory
Name: Xxxxx X. Xxxx
Authorized Signatory
Name: Xxxxx X. Xxxx
Accepted and confirmed
as of the Trade Date:
as of the Trade Date:
NuVasive, Inc.
By: /s/ Xxxxx X. X’Xxxxx
Authorized Signatory
Name: Xxxxx X. X’Xxxxx
Authorized Signatory
Name: Xxxxx X. X’Xxxxx
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association.
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746. Registered
Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
