AGREEMENT AND PLAN OF MERGER AMONG AVENT INC., ORTHOGEN MERGER SUB INC., ORTHOGENRX, INC.,Merger Agreement • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 13, 2021 by and among Avent, Inc., a Delaware corporation and wholly-owned subsidiary of Guarantor (“Parent”), Orthogen Merger Sub Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Merger Sub”), OrthogenRx, Inc., a Pennsylvania corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent, proxy, and attorney-in-fact for all the Equityholders (“Representative”), and, solely for purposes of Section 13.18 (Parent Guaranty), Avanos Medical, Inc., a Delaware corporation (“Guarantor”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 30, 2018 among Avanos Medical, Inc., a Delaware corporation, as borrower (the “Borrower”), the other Guarantors party hereto from time to time, Citibank, N.A. (“Citibank”), as Administrative Agent, Collateral Agent and an L/C Issuer, and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INCREMENTAL AGREEMENTIncremental Agreement • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INCREMENTAL AGREEMENT (this “Incremental Agreement”) dated as of December 22, 2021, is by and among AVANOS MEDICAL, INC., a Delaware corporation (the “Borrower”), each of the Guarantors party hereto, each of the Lenders party hereto, CITIBANK N.A., as Administrative Agent for the Lenders (in such capacity “Agent”) and J.P. MORGAN CHASE BANK, N.A. (“JPMorgan”) and MUFG Bank, LTD (“MUFG”), as joint lead arrangers (in such capacity, JPMorgan and MUFG, the “Joint Lead Arrangers”), MUFG as syndication agent with respect to the Tranche A Term Loans (as such term is defined below) and JPMorgan as sole bookrunner with respect to the Tranche A Term Loans.
