Standard Contracts
CONMED CORPORATION as Issuer AND as Trustee INDENTURE Dated as of June 6, 2022Indenture • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of June 6, 2022, between CONMED Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
To: CONMED Corporation 11311 Concept Blvd Largo, Florida 33773 Attention: General Counsel Facsimile No.: 315-793-8928 Re: Additional Call Option TransactionCall Option Transaction • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated June 1, 2022 (the “Offering Memorandum”) relating to the 2.25% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 700,000,000 (as increased to an aggregate principal amount of USD 800,000,000 pursuant to the exercise by the Initial Purchasers (as defined herein) of their option to purchase additional Convertible Notes pursuant to the Pur
June 2, 2022Warrant Agreement • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by CONMED Corporation (“Company”) to Wells Fargo Bank, National Association (“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 complete 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 or contemporaneous written or oral communications with respect thereto.
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza 309 West 49th Street New York, NY 10019 June 1, 2022Base Call Option Transaction • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated June 1, 2022 (the “Offering Memorandum”) relating to the 2.25% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 700,000,000 (as increased up to an aggregate principal amount of USD 800,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pursuant to
Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom c/o Jefferies LLC, as agent for Jefferies International Limited 520 Madison Avenue New York, NY 10022 Telephone: 212-284-2300 June 2, 2022Additional Call Option Transaction • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated June 1, 2022 (the “Offering Memorandum”) relating to the 2.25% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 700,000,000 (as increased to an aggregate principal amount of USD 800,000,000 pursuant to the exercise by the Initial Purchasers (as defined herein) of their option to purchase additional Convertible Notes pursuant to the Pur
SUPPLEMENTAL INDENTURESupplemental Indenture • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 6, 2022, between CONMED Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as successor to MUFG Union Bank, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
FIRST AMENDMENTCredit Agreement • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
FIRST AMENDMENT, dated as of June 6, 2022 (this “Amendment”), to the Seventh Amended and Restated Credit Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONMED Corporation, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
