BIOMET INC - FORM 8-K - EX-10.1 - JOINDER TO AMENDMENT AND RESTATEMENT AGREEMENT

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8-K - FORM 8-K - BIOMET INC	d422071d8k.htm

Exhibit 10.1

EXECUTION VERSION

JOINDER TO AMENDMENT AND RESTATEMENT AGREEMENT, dated as of October 4, 2012 (this “Joinder”), 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, each lender from time to time party thereto and each of the other parties identified as an “Extending Term Lender” on the signature pages hereto (individually, a “Joining Lender” and collectively the “Joining Lenders”).

WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent, the Swing Line Lender and L/C Issuer are parties to a Credit Agreement dated as of September 25, 2007, as amended and restated as of August 2, 2012 (as further amended, amended and restated, modified and/or supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrower;

WHEREAS, the Borrower, Holdings, the Administrative Agent, the Swing Line Lender, the L/C Issuer and certain Lenders are parties to the Amendment and Restatement Agreement, dated as of August 2, 2012 (as amended, amended and restated, modified and/or supplemented from time to time, the “Restatement Agreement”), pursuant to which certain Lenders party thereto, to the extent indicated on their respective signature pages thereto, have extended the scheduled maturity date of all or a portion of their Euro Term B Loans and/or Dollar Term B Loans, namely (x) an Extension Series of Euro Term Loans and (y) an Extension Series of Dollar Term Loans;

WHEREAS, pursuant to Section 2.16(d) of the Credit Agreement, at any time following the establishment of the Euro Term B-1 Loans and the Dollar Term B-1 Loans, the Borrower may offer any Lender of the Euro Term B Loans or Dollar Term B Loans, as applicable, who failed to make an election in respect of the Amendment, the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Tranche into Extended Term Loans under such Term Loan Extension Series on identical terms to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Tranche into Extended Term Loans in connection with the establishment of the Euro Term B-1 Loans and the Dollar Term B-1 Loans, as applicable, and otherwise subject to the terms and conditions set forth in Section 2.16(d) of the Credit Agreement; provided that any such Lender which agrees to such an extension shall enter into a joinder agreement to the Restatement Agreement in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties;

WHEREAS, each of the Joining Lenders desires to execute this Joinder in order to satisfy the requirements described in the preceding paragraph and in Section 2.16(d) of the Credit Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2. Joinder. (a) By this Joinder, each Joining Lender becomes an Extending Term Lender for all purposes under the Credit Agreement.

(b) By executing this Joinder as an Extending Term Lender, each of the Joining Lenders hereby agrees (i) to the terms of the Restatement Agreement, (ii) on the terms and subject to the conditions set forth in the Restatement Agreement and the Credit Agreement, to extend and convert all or a portion of its existing Euro Term B Loans, in the aggregate amount indicated on its signature page, into Euro Term B-1 Loans and (iii) on the terms and subject to the conditions set forth in the Restatement Agreement and the Credit Agreement, to extend and convert all or a portion of its existing Dollar Term B Loans, in the aggregate amount indicated on its signature page, into Dollar Term B-1 Loans.

SECTION 3. Interest. The Euro Term B-1 Loans established hereby shall initially be in the form of Euro Term Borrowings in the same proportion as the Euro Term Borrowings under the existing Euro Term B-1 Loans and with an Interest for each such Euro Term Borrowing that is coterminous with the Interest Period with respect to the corresponding existing Euro Term Borrowing and with a Eurocurrency Rate for such Euro Term Borrowing equal to the Eurocurrency Rate for the corresponding existing Euro Term Borrowing. The Dollar Term B-1 Loans established hereby shall initially be in the form of Dollar Term Borrowings in the same proportion as the Dollar Term Borrowings under the existing Dollar Term B-1 Loans and with an Interest for each such Dollar Term Borrowing that is coterminous with the Interest Period with respect to the corresponding existing Dollar Term Borrowing and with a Eurocurrency Rate for such Dollar Term Borrowing equal to the Eurocurrency Rate for the corresponding existing Dollar Term Borrowing.

SECTION 4. Fees. The Borrower agrees to pay to the Administrative Agent, as soon as reasonably practicable following the Joinder Effective Date (as defined below), for the account of each Joining Lender, a payment (the “Extension Fee”) in an amount equal to (a) 0.15% of the aggregate amount of each Joining Lender’s respective Term Loans as of the Joinder Effective Date. The Extension Fee shall be payable in Dollars and in immediately available funds and, once paid, such fee or any part thereof shall not be refundable.

SECTION 5. Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Effectiveness. (a) This Joinder shall become effective as of the date (the “Joinder Effective Date”) when each of parties hereto has executed and delivered to the Administrative Agent (or its counsel) a counterpart hereof.

(b) From and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a joinder agreement to the Restatement Agreement for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 7. Miscellaneous. Each of the parties hereto agrees that each of Sections 7 to 10 of the Restatement Agreement will apply mutatis mutandis to this Joinder.

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be duly executed by their duly authorized officers, all as of the date and year first above written.


BIOMET INC.,

By:	/s/ Daniel P. Florin
	Name:	Daniel P. Florin
	Title:	Senior Vice President and Chief Financial Officer

LBV ACQUISITION INC.,

By:	/s/ Daniel P. Florin
	Name:	Daniel P. Florin
	Title:	Senior Vice President and Chief Financial Officer

Signature Page to Biomet Inc. Joinder to Amendment and Restatement Agreement


EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Joinder and agrees to the provisions hereof: Biolectron, Inc. Biomet 3i, LLC Biomet Biologics, LLC Biomet Europe Ltd. Biomet Fair Lawn LLC Biomet Florida Services, LLC Biomet International Ltd. Biomet Leasing, Inc. Biomet Manufacturing Corporation Biomet Microfixation, LLC Biomet Orthopedics, LLC Biomet Sports Medicine, LLC Biomet Trauma, LLC Biomet U.S. Reconstruction, LLC Cross Medical Products, LLC EBI Holdings, LLC EBI Medical Systems, LLC EBI, LLC Electro-Biology, LLC Implant Innovations Holdings, LLC Interpore Cross International, LLC Interpore Spine Ltd. Kirschner Medical Corporation

By:	/s/ Daniel P. Florin
	Name:	Daniel P. Florin
	Title:	Senior Vice President and Chief Financial Officer

Signature Page to Biomet Inc. Joinder to Amendment and Restatement Agreement


BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender

By:	/s/ Alysa Trakas
	Name:	Alysa Trakas
	Title:	Director

Signature Page to Biomet Inc. Joinder to Amendment and Restatement Agreement

EXECUTION VERSION