EXHIBIT 10.1
FIRST
AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT dated as of November 16, 2007 (this “
Amendment ”) is entered into among WRIGHT MEDICAL
GROUP, INC., a Delaware corporation (the “ Borrower
”), the Guarantors, the Lenders party hereto and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the
“ Administrative Agent ”). All capitalized terms
used herein and not otherwise defined herein shall have the
meanings given to such terms in the Credit Agreement (as defined
below).
RECITALS
WHEREAS, the Borrower, the
Guarantors, the Lenders and the Administrative Agent entered into
that certain Credit Agreement dated as of June 30, 2006 (as
amended, modified, supplemented or extended from time to time, the
“ Credit Agreement ”);
WHEREAS, the Borrower has requested
and the Lenders have agreed to amend certain terms of the Credit
Agreement subject to the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments . The
Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit
Agreement is hereby amended by adding the following new definitions
in appropriate alphabetical order:
“ Consolidated Net Leverage
Ratio ” means, as of any date of determination, the ratio
of (a) the sum of (i) Consolidated Funded Indebtedness as
of such date less (ii) the aggregate unrestricted cash
in excess of $10,000,000 of the Borrower and its Domestic
Subsidiaries as of such date to (b) Consolidated EBITDA for the
period of the four fiscal quarters most recently ended for which
the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b) .
“ Convertible Indenture
” means that certain Indenture among the Borrower, as issuer,
and a to be determined trustee containing terms and conditions
substantially consistent with the terms of the “Convertible
Note Term Sheet” attached as Exhibit A to the First
Amendment.
“ Convertible Notes
” means those certain unsecured convertible senior notes due
2014 issued by the Borrower pursuant to the Convertible Indenture
containing terms and conditions substantially consistent with the
terms of the “Convertible Note Term Sheet” attached as
Exhibit A to the First Amendment.
“ Convertible Notes
Documents ” means the Convertible Notes, the Convertible
Indenture and all other documents executed and delivered in respect
of the Convertible Notes and the Convertible Indenture, each of
which containing terms and conditions substantially consistent with
the terms of the “Convertible Note Term Sheet” attached
as Exhibit A to the First Amendment.
“ First Amendment
” means that certain First Amendment to Credit Agreement
dated as of November 16, 2007 by and among the Borrower, the
Guarantors, the Required Lenders and the Administrative
Agent.
“ First Amendment Effective
Date ” means November 16, 2007.
(b) The definition of “
Applicable Rate ” in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as
follows:
“ Applicable Rate
” means with respect to Revolving Loans, Swing Line Loans,
Letters of Credit and the Commitment Fee, the following percentages
per annum, based upon the Consolidated Net Leverage Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(b)
:
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| Pricing |
|
Consolidated |
|
Commitment |
|
Letter of |
|
Eurocurrency |
|
Base Rate |
| Tier |
|
Net Leverage Ratio |
|
Fee |
|
Credit Fee |
|
Loans |
|
Loans |
|
1
|
|
> 2.00:1.0 |
|
|
0.30 |
% |
|
|
1.75 |
% |
|
|
1.75 |
% |
|
|
0.75 |
% |
|
2
|
|
> 1.50:1.0 but
< 2.00:1.0 |
|
|
0.225 |
% |
|
|
1.25 |
% |
|
|
1.25 |
% |
|
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0.25 |
% |
|
3
|
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> 1.00:1.0 but
< 1.50:1.0 |
|
|
0.175 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
0.00 |
% |
|
4
|
|
> 0.50:1.0 but
< 1.00:1.0 |
|
|
0.150 |
% |
|
|
0.75 |
% |
|
|
0.75 |
% |
|
|
0.00 |
% |
|
5
|
|
< 0.50:1.0 |
|
|
0.125 |
% |
|
|
0.50 |
% |
|
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0.50 |
% |
|
|
0.00 |
% |
Any increase or
decrease in the Applicable Rate resulting from a change in the
Consolidated Net Leverage Ratio shall become effective as of the
first Business Day immediately following the date a Compliance
Certificate is required to be delivered pursuant to
Section 7.02(b) ; provided , however ,
that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Tier 1 shall apply as of
the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall continue
to apply until the first Business Day immediately following the
date a Compliance Certificate is delivered in accordance with
Section 7.02(b) , whereupon the Applicable Rate shall
be adjusted based upon the calculation of the Consolidated Net
Leverage Ratio contained in such Compliance Certificate.
(c) The definition of “
Change of Control ” in Section 1.01 of the Credit
Agreement is hereby amended by replacing the period at the end of
subsection (c) with “; and” and by adding a new
subsection (d) at the end of such definition to read as
follows:
(d) the occurrence of a
“Fundamental Change” (or any comparable term) under and
as defined in the Convertible Notes Documents.
(d) The definition of “
Consolidated Leverage Ratio ” in Section 1.01 of
the Credit Agreement is hereby deleted in its entirety.
2
(e) Section 8.03 of the Credit
Agreement is hereby amended by replacing the period at the end of
subsection (h) with “; and” and by adding a new
subsection (i) at the end of Section 8.03 of the Credit
Agreement to read as follows:
(i) unsecured Indebtedness of the
Borrower under the Convertible Notes Documents in an aggregate
principal amount not to exceed $230,000,000.
(f) Section 8.06 of the Credit
Agreement is hereby amended by replacing the period at the end of
subsection (c) with “; and” and by adding a new
subsection (d) at the end of Section 8.06 of the Credit
Agreement to read as follows:
(d) the Borrower may make interest
payments on the Indebtedness permitted by
Section 8.03(i) in accordance with the terms of the
Convertible Notes Documents prior to the conversion of such
Indebtedness to common stock of the Borrower.
(g) Section 8.11(a) of the
Credit Agreement is hereby amended to read as follows:
(b) Consolidated Net Leverage
Ratio . Permit the Consolidated Net Leverage Ratio as of the
end of any fiscal quarter of the Borrower to be greater than 3.0 to
1.0.
(h) A new subsection (c) is
hereby added at the end of Section 8.12 of the Credit
Agreement to read as follows:
(c) Amend or modify any of the terms
of any Convertible Notes Documents if such amendment or
modification would add or change any terms in a manner materially
adverse to the Borrower or any Subsidiary or the Lenders, or
shorten the fin
