CREDIT AGREEMENT Dated as of September 25, 2007 among BIOMET, INC., as Borrower, LVB ACQUISITION, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO GOLDMAN SACHS...Credit Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 25, 2007, among BIOMET, INC., an Indiana corporation (the “Borrower”), LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 16, 2007 among BIOMET, INC. as Issuer, THE GUARANTORS LISTED ON SCHEDULE I HERETO and BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH...Registration Rights Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (this “Agreement”) is dated as of October 16, 2007 by and among BIOMET, INC., an Indiana corporation (the “Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”), and BANC OF AMERICA SECURITIES LLC, GOLDMAN, SACHS & CO., LEHMAN BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WACHOVIA CAPITAL MARKETS, LLC and BEAR, STEARNS & CO. INC., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule A to the Purchase Agreement (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF BIOMET BIOLOGICS, LLCLimited Liability Company Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Biomet Biologics, LLC (the “Company”), dated as of this 29th day of February, 2008, by Biomet, Inc., an Indiana corporation, as the sole member of the Company (the “Member”).
Deferred Prosecution AgreementDeferred Prosecution Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
CREDIT AGREEMENT Dated as of September 25, 2007 among BIOMET, INC., as Parent Borrower, THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, LVB ACQUISITION, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 25, 2007, among BIOMET, INC., an Indiana corporation (the “Parent Borrower”), the Subsidiary Borrowers party hereto, LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PLEDGE AND SECURITY AGREEMENT (Cash Flow) dated as of September 25, 2007 among BIOMET, INC., as the Borrower LVB ACQUISITION, INC., as Holdings CERTAIN SUBSIDIARIES OF BIOMET, INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentPledge and Security Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PLEDGE AND SECURITY AGREEMENT dated as of September 25, 2007 among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BIOMET, INC., an Indiana corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF BIOMET FLORIDA SERVICES, LLCLimited Liability Company Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Biomet Florida Services LLC (the “Company”), dated as of this 29th day of February, 2008, by Biomet 3i, a Florida corporation, and Biomet Microfixation, Inc., a Florida corporation, as the members of the Company (the “Members”).
FIRST SUPPLEMENTAL SENIOR SUBORDINATED NOTES INDENTUREBiolectron, Inc. • May 6th, 2008 • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST SUPPLEMENTAL SENIOR SUBORDINATED NOTES INDENTURE, dated as of October 16, 2007, among Biomet, Inc., an Indiana corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
PATENT SECURITY AGREEMENT (SHORT-FORM)Patent Security Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PATENT SECURITY AGREEMENT, dated as of September 25, 2007, among LVB ACQUISITION, INC. (“Holdings”), BIOMET, INC. (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent for the Secured Parties (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”) (collectively the “United States”); and Biomet, Inc. on behalf of its wholly owned subsidiary, Biomet Orthopedics, Inc. (Biomet, Inc. and Biomet Orthopedics, Inc. are hereinafter, all of the above, collectively referred to as “Biomet”) (hereinafter referred to as “the Parties”), through their authorized representatives.
GUARANTY (Cash Flow) dated as of September 25, 2007 among LVB ACQUISITION, INC., as Holdings CERTAIN SUBSIDIARIES OF BIOMET, INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentBiolectron, Inc. • May 6th, 2008 • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY dated as of September 25, 2007, among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), certain Subsidiaries of BIOMET, INC. from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
FIRST SUPPLEMENTAL SENIOR NOTES INDENTURESupplemental Senior Notes Indenture • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST SUPPLEMENTAL SENIOR NOTES INDENTURE, dated as of October 16, 2007, among Biomet, Inc., an Indiana corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
GUARANTY (ABL) dated as of September 25, 2007 between LVB ACQUISITION, INC., as Holdings and BANK OF AMERICA, N.A., as Administrative AgentBiolectron, Inc. • May 6th, 2008 • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY dated as of September 25, 2007, among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
AMENDMENT TO RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to the Retirement and Consulting Agreement between Biomet Inc., an Indiana corporation (“Company”) and Daniel P. Hann (“Executive”) is made and entered into effective March 30, 2008.
TRADEMARK SECURITY AGREEMENT (SHORT-FORM)Trademark Security Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
TRADEMARK SECURITY AGREEMENT, dated as of September 25, 2007, among LVB ACQUISITION, INC. (“Holdings”), BIOMET, INC. (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent for the Secured Parties (as defined below).
PLEDGE AND SECURITY AGREEMENT (ABL) dated as of September 25, 2007 among BIOMET, INC., as the Parent Borrower LVB ACQUISITION, INC., as Holdings CERTAIN SUBSIDIARIES OF BIOMET, INC. IDENTIFIED HEREIN, as Subsidiary Borrowers and BANK OF AMERICA, N.A.,...Pledge and Security Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PLEDGE AND SECURITY AGREEMENT dated as of September 25, 2007 among LVB ACQUISITION, INC., a Delaware corporation (“Holdings”), BIOMET, INC., an Indiana corporation (the “Parent Borrower”), certain Subsidiaries of the Parent Borrower from time to time party hereto (the “Subsidiary Borrowers” and, together with the Parent Borrower, each a “Borrower” and collectively, the “Borrowers”) and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below).
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND BIOMET, INC.Corporate Integrity Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as ABL Collateral Agent and BANK OF AMERICA, N.A., as CF Collateral Agent Dated as of September 25, 2007Intercreditor Agreement • May 6th, 2008 • Biolectron, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of September 25, 2007 among BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as collateral agent for the ABL Secured Parties (as defined below) and Bank of America, in its capacity as administrative agent for the CF Secured Parties (as defined below).
