LIMITED GUARANTEELimited Guarantee • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIMITED GUARANTEE, dated as of June 7, 2007 (this “Limited Guarantee”), by KKR 2006 Fund L.P. (the “Guarantor”) in favor of Biomet, Inc. (the “Guaranteed Party”).
AMENDED AND RESTATED INTERIM SPONSORS AGREEMENTInterim Sponsors Agreement • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Amended and Restated Interim Sponsors Agreement (this “Agreement”) is made as of June 13, 2007, to be effective as of June 7, 2007, by and among LVB Acquisition Holding, LLC, a Delaware limited liability company (“Holding”), and the other parties appearing on the signature pages hereto (each a “Sponsor,” and collectively, the “Sponsors”). This Agreement amends and restates in its entirety the Interim Sponsors Agreement, dated as of December 17, 2006, by and among Holding and the Sponsors. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
LIMITED GUARANTEELimited Guarantee • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIMITED GUARANTEE, dated as of June 7, 2007 (this “Limited Guarantee”), by GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Offshore Fund, L.P. (each a “Guarantor” and collectively, the “Guarantors”) in favor of Biomet, Inc. (the “Guaranteed Party”).
VOTING AGREEMENTVoting Agreement • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This VOTING AGREEMENT (this “Agreement”) is entered into as of June 6, 2007, by and between LVB Acquisition, LLC, a Delaware limited liability company (“Parent”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Biomet, Inc., a corporation incorporated under the laws of the State of Indiana (the “Company”).
