Exhibit 10.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this “Amendment”) dated as of October 21,
2005, is entered into among CONMED RECEIVABLES CORPORATION (“
Seller ”), CONMED CORPORATION (“ Parent
”), as initial Servicer, BANK OF AMERICA, N.A. (together with
any other financial institution hereafter party hereto, each a
“ Purchaser ” and collectively, the “
Purchasers ”) and BANK OF AMERICA, N.A., as
administrator for Purchasers (in such capacity, the “
Administrator ”). Capitalized terms used herein
without definition shall have the meanings ascribed thereto in
Appendix A of the Receivables Purchase Agreement, referred to
below.
PRELIMINARY STATEMENTS
A. Reference
is made to that certain Amended and Restated Receivables Purchase
Agreement dated as of October 23, 2003 among Seller, Parent,
Purchasers and Administrator (as amended, restated, supplemented or
modified from time to time, the “ Receivables Purchase
Agreement ”).
B. The
parties hereto have agreed to amend certain provisions of the
Receivables Purchase Agreement upon the terms and conditions set
forth herein.
SECTION
1. Amendment . The parties hereto hereby agree to amend the
Receivables Purchase Agreement to delete the definition of
Commitment Termination Date set forth in Appendix A of the
Receivables Purchase Agreement and substitute the following
therefor:
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“ Commitment Termination
Date ” means October 20, 2006, as such date may be
extended from time to time with the consent of the parties to the
Agreement.
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SECTION
2. Representations and Warranties . Each of the parties
hereto hereby represents and warrants to each other, as to itself
that:
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(a)
this Amendment constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms except as
enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of
equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law; and
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(b)
on the date hereof, before and after giving effect to this
Amendment, no Liquidation Event has occurred and is
continuing.
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