INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND CITIBANK, N.A., as Trustee INDENTURE Dated as of February 7, 2020 0.50% Convertible Senior Notes due 2025Indenture • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of February 7, 2020 between INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITIBANK, N.A., a national association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
February 5, 2020Call Option Transaction • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Integra LifeSciences Holdings Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
February 5, 2020Warrant Agreement • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Integra LifeSciences Holdings Corporation (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
February 4, 2020Base Call Option Transaction • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Integra LifeSciences Holdings Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
Wells Fargo Bank, National Association New York, New York 10001-2170Additional Call Option Transaction • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Integra LifeSciences Holdings Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
