Exhibit 10.15
SECOND AMENDMENT AND CONSENT dated
as of March 23, 2000 (this "AMENDMENT AND
CONSENT"), to the Credit Agreement dated as
of December 22, 1999 (the "CREMASCOLI CREDIT
AGREEMENT"; capitalized terms used and not
otherwise defined herein are used with the
same meanings as in the Cremascoli Credit
Agreement), among CREMASCOLI ORTHO HOLDING
S.A., a societe anonyme organized under the
laws of the Republic of France (the
"BORROWER"), the LENDERS party thereto,
CHASE MANHATTAN BANK, PARIS BRANCH, as the
agent for such lenders (in such capacity,
the "LOCAL AGENT"), THE CHASE MANHATTAN
BANK, as United States administrative agent
(in such capacity, the "US ADMINISTRATIVE
AGENT") for certain United States lenders
(the "US LENDERS") and BANK OF AMERICA N.A.,
as United States syndication agent.
A. Pursuant to the Cremascoli Credit Agreement, the Lenders
have extended credit to the Borrower, and have agreed to extend credit to the
Borrower, in each case pursuant to the terms and subject to the conditions
set forth therein.
B. The Borrower has informed the Local Agent and the US
Administrative Agent that it seeks the agreement of the Lenders and the
consent of the US Lenders to an amendment to the Cremascoli Credit Agreement.
C. The Required Lenders are willing to agree to, and the US
Required Lenders are willing to consent to, such amendment pursuant to the
terms and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENT TO THE CREMASCOLI CREDIT AGREEMENT.
Section 3.06 of the Cremascoli Credit Agreement is hereby amended by deleting
the period at the end of such Section and adding the following proviso:
; PROVIDED THAT the Lien created by the pledge of shares held by the
Borrower in Cremascoli Ortho S.A., a corporation incorporated under the
laws of Spain, shall constitute a first ranking pledge as promptly as
possible and, in any event, no later than December 31, 2000.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to each other party hereto that, after giving effect to
this Amendment and Consent, (a) the representations and warranties set forth in
Article III of the Cremascoli Credit Agreement are true and correct in all
material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.
SECTION 3. EFFECTIVENESS. This Amendment and Consent shall
become effective as of the date that the US Administrative Agent or its
counsel shall have received counterparts of this Amendment and Consent, when
taken together, bear the signatures of the Borrower, the Required Lenders and
the US Required Lenders.
SECTION 4. EFFECT OF AMENDMENT AND CONSENT. Except as
expressly set forth herein, this Amendment and Consent shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders or the Local Agent under the
Cremascoli Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Cremascoli Credit Agreement or any
other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed
to entitle the Borrower to a consent to, or a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Cremascoli Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment and Consent
shall apply and be effective only with respect to the schedule of the
Cremascoli Credit Agreement specifically referred to herein.
SECTION 5. COUNTERPARTS. This Amendment and Consent 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 an original, but all such counterparts together shall constitute but
one and the same instrument. Delivery of any executed counterpart of a
signature page of this Amendment and Consent by facsimile transmission shall
be as effective as delivery of a manually executed counterpart hereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND CONSENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE REPUBLIC OF
FRANCE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SECTION 7. HEADINGS. The headings of this Amendment and
Consent are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Consent to be duly executed by their respective authorized
officers as of the day and year first above written.
CREMASCOLI ORTHO HOLDING S.A.,
as the Borrower,
by /s/ Xxxxxxx Xxxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Director
CHASE MANHATTAN BANK,
PARIS BRANCH,
as a Lender and as the Local Agent,
by /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: V.P.
THE CHASE MANHATTAN BANK,
as US Administrative Agent and as a US Lender,
by /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as US Syndication Agent and as a US Lender,
by /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
FLEET NATIONAL BANK,
as a US Lender,
by /s/ X. X. Xxxxxxx
---------------------------
Name: X. X. Xxxxxxx
Title: Senior Vice President
FIRST UNION NATIONAL BANK,
as a US Lender,
by /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: SVP
U.S. BANK NATIONAL ASSOCIATION,
as a US Lender,
by /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY,
as a US Lender,
by /s/ Xxxxx X. XxXxxxx
---------------------------
Name: Xxxxx X. XxXxxxx
Title: Director
SUNTRUST BANK, NASHVILLE, N.A.,
as a US Lender,
by /s/ W. Xxxxxx Xxxxxxx
---------------------------
Name: W. Xxxxxx Xxxxxxx
Title: AVP
Name:
Title:
