K2M GROUP HOLDINGS, INC. and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of June 18, 2018 3.00% Convertible Senior Notes due 2025K2m Group Holdings, Inc. • June 18th, 2018 • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of June 18, 2018, between K2M Group Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 24th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • England and Wales
This Fourth Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement (this “Amendment”) is entered into as of October 21, 2014, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, AUSTIN MERGER SUB CORP. and K2M GROUP HOLDINGS, INC., Dated as of August 29, 2018Agreement and Plan of Merger • August 30th, 2018 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2018, is made by and among Stryker Corporation, a Michigan corporation (“Parent”), Austin Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and K2M Group Holdings, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
GUARANTEE AND COLLATERAL AGREEMENT for EXPORT IMPORT BANK CREDIT FACILITY Dated as of October 29, 2012, made by K2M HOLDINGS, INC. K2M, INC. and THE OTHER GRANTORS REFERRED TO HEREIN in favor of SILICON VALLEY BANK, as Administrative AgentGuarantee and Collateral Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of October 29, 2012, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (each an “EXIM Lender” and, collectively, the “EXIM Lenders”) from time to time parties to that certain Export Import Bank Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among K2M, Inc., a Delaware corporation (the “Borrower”), K2M UK Limited, a company organized under the laws of the United Kingdom (“K2M UK”), K2M Holdings, Inc., a Delaware corporation (“Holdings”), the other Loan Pa
30,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of October 29, 2012, among K2M HOLDINGS, INC. as a Guarantor, K2M, INC. and K2M UK LIMITED Jointly and Severally as the Borrower, the GUARANTORS from time to time parties hereto,...Credit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 29, 2012, is entered into by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
4,500,000 Shares K2M Group Holdings, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • July 13th, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
K2M GROUP HOLDINGS, INC. and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of August 11, 2016 4.125% Convertible Senior Notes due 2036Indenture • August 11th, 2016 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of August 11, 2016, between K2M Group Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
EMPLOYMENT AGREEMENT effective as of August 12, 2010 (the “Effective Date”), by and between K2M, Inc., a Delaware corporation with its principal place of business at 751 Miller Drive SE, Leesburg, Virginia 20175 (the “Company”), and Eric Major, residing at 38253 North Fork Road, Purcellville, VA 20132 (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Greg Cole (“Executive”) and K2M, Inc. (the “Company”) are parties to an employment agreement, effective as of August 12, 2010 (the “Agreement”) setting forth the terms of Executive’s employment by the Company; and
4,000,000 Shares K2M Group Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2017 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
The stockholders of K2M Group Holdings, Inc., a Delaware corporation (the “Company”), listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 4,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Selling Stockholders have also granted to the Underwriter an option to purchase up to 600,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Securities.”
SUPPLEMENTAL INDENTURESupplemental Indenture • November 16th, 2018 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SUPPLEMENTAL INDENTURE, dated as of November 9, 2018 (the “Supplemental Indenture”), is entered into by and between K2M Group Holdings, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 15th, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Fifth Amendment to Credit Agreement (this “Amendment”) is entered into as of January 9, 2015, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
K2M Group Holdings, Inc. Stock Option Award AgreementStock Option Award Agreement • January 28th, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS AWARD AGREEMENT, effective the Grant Date specified below, represents the grant of a nonqualified (“Option”) by K2M Group Holdings, Inc. (the “Company”), to the Participant named below, pursuant to the provisions of the K2M Group Holdings, Inc. 2010 Equity Award Plan (the “Plan”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Eighth Amendment to Credit Agreement (this “Amendment”) is entered into as of October 29, 2015, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and Silicon Valley Bank, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2016 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Ninth Amendment to Credit Agreement (this “Amendment”) is entered into as of August 8, 2016, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
AMENDMENT To EXCLUSIVE LICENSE AGREEMENTLicense Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Amendment to Exclusive License Agreement, entered into as of the 17th day of February, 2010 (“Amendment Effective Date”) by and between Spinal LLC (hereafter “Spinal”), a Florida Limited Liability Company, with its principal place of business located at 360 Tomahawk Drive, Maunee, Ohio 43537, and K2M, Inc., a Delaware Corporation and successor to K2M, LLC (hereafter “K2M”), with its principal place of business located at 751 Miller Drive, SE, Suite F1, Leesburg, Virginia 20175.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of April 30, 2014, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
AMENDMENT TO LEASE AGREEMENTLease Agreement • June 5th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LEASE AGREEMENT (this "Amendment")is made as of the 17th day of April, 2014, by and between RIVERAIR, LC, a Virginia limited liability company("Landlord"), and K2M, Inc., a Delaware corporation ("Tenant").
AMENDED AND RESTATED RESOURCES GROUP MANAGEMENT SERVICES AGREEMENTResources Group Management Services Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Resources Group Management Services Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is entered into as of August 8, 2013 by and among (i) K2M Group Holdings, Inc., a Delaware corporation (“Group Holdings”), (ii) K2M Holdings, Inc., a Delaware corporation (“Holdings”), (iii) K2M, Inc., a Delaware corporation (“K2M” and together with Group Holdings and Holdings, each a “Company” and collectively, the “Companies”), and (iv) WCAS Management Corporation, a Delaware corporation (“WCAS Management”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 14th, 2018 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Eleventh Amendment to Credit Agreement (this “Amendment”) is entered into as of June 8, 2018, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and Silicon Valley Bank, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
K2M, Inc. Incentive Stock Option Agreement under the Amended and Restated 2006 Stock Option and Grant Plan and Stock Restriction AgreementIncentive Stock Option Agreement • January 28th, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
Pursuant to the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan (the “Plan”), K2M, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares”) at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qual
K2M GROUP HOLDINGS, INC. 2010 EQUITY AWARD PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • April 22nd, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
In accordance with the terms of the K2M Group Holdings, Inc. 2010 Equity Award Plan (“Plan”), pursuant to action of the Compensation Committee of the Board of Directors, K2M Group Holdings, Inc. hereby grants to you (“Grantee”), subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (including Annex A hereto), Restricted Stock Units (“RSUs”), as set forth below.
FIRST AMENDMENT TO ASSET PURCHASE AND EARN OUT AGREEMENTAsset Purchase and Earn Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO ASSET PURCHASE AND EARN OUT AGREEMENT (the “Agreement”) is made and entered into as of this 15 day of June, 2012 (the “First Amendment Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (“Dr. Carbone”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2017 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Eric D. Major (“Executive”) and K2M, Inc. (the “Company”) are parties to an employment agreement, effective as of August 12, 2010, as amended January 20, 2014 (the “Agreement”) setting forth the terms of Executive’s employment by the Company; and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of November, 2011 (the “Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and Nexgen Spine, Inc., a Delaware corporation (“Nexgen”).
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 13th, 2017 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Tenth Amendment to Credit Agreement (this “Amendment”) is entered into as of October 6, 2017, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and Silicon Valley Bank, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
LEASE AGREEMENT BETWEEN RIVERAIR, LC, as Landlord AND K2 MEDICAL, LLC. As TenantLease Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS LEASE is made and entered into as of this 12th day of May 2004, by and between RIVERAIR, LC (herein called “Landlord”), and K2 MEDICAL, LLC. (herein called “Tenant”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2017 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Gregory S. Cole (“Executive”) and K2M, Inc. (the “Company”) are parties to an employment agreement, effective as of August 12, 2010, as amended January 20, 2014 (the “Agreement”) setting forth the terms of Executive’s employment by the Company; and
SIXTH AMENDMENT AND CONSENT AGREEMENTSixth Amendment and Consent Agreement • May 12th, 2015 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Sixth Amendment and Consent Agreement (this “Agreement”) is entered into as of May 8, 2015, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and Silicon Valley Bank, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
ASSIGNMENT AND EARN-OUT AGREEMENTAssignment and Earn-Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New Jersey
This Assignment and Earn-Out Agreement (“Agreement”) is made and entered with effect as of this 8th day of March, 2004 by and between K2 Medical, LLC, a Delaware limited liability company (“K2” or the “Company”), and the persons listed on the signature page hereto under the heading Assignors (each an “Assignor” and collectively the “Assignors”).
ASSET PURCHASE AND EARN OUT AGREEMENTAsset Purchase and Earn Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS ASSET PURCHASE AND EARN OUT AGREEMENT (the “Agreement”) is made and entered into as of this 12th day of February, 2010 (the “Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (“Dr. Carbone”).
10,000,000 SENIOR SECURED CREDIT FACILITY EXPORT IMPORT BANK CREDIT AGREEMENT dated as of October 29, 2012, among K2M HOLDINGS, INC., As a Guarantor, THE OTHER GUARANTORS FROM TIME TO TIME PARTIES HERETO, K2M, INC., as the Borrower, THE SEVERAL EXIM...Credit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS EXPORT IMPORT BANK CREDIT AGREEMENT (this “Agreement”), dated as of October 29, 2012, is entered into by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (each an “EXIM Lender” and, collectively, the “EXIM Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the EXIM Lenders (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2017 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Dr. John P. Kostuik (“Executive”) and K2M, Inc. (the “Company”) are parties to an employment agreement, effective as of August 12, 2010, as amended March 10, 2014 (the “Agreement”) setting forth the terms of Executive’s employment by the Company; and
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 2 to Agreement and Plan of Merger (this “Amendment”) amends that certain Agreement and Plan of Merger, dated as of July 2, 2010, by and among K2M Group Holdings, Inc., a Delaware corporation (“Parent”), K2M, Inc., a Delaware corporation (the “Company”), and the Stockholders’ Committee consisting of John Andres, Gordon Donald, M.D., John P. Kostuik, M.D., Theodore Lundberg and Lewis Parker (the “Stockholders’ Committee”), as amended by Amendment No. 1 thereto dated as of August 12, 2010 (the “Merger Agreement”). This Amendment is entered into effective as of this 21st day of December, 2012 by and among Parent and the Stockholders’ Committee. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Waiver and First Amendment to Credit Agreement (this “Amendment”) is entered into as of May 20, 2013, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 OTT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
