Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 1 , dated as of March 31, 2017 (this “ Amendment ”), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the “ Borrower ”), each of the GUARANTORS (this and each other capitalized term used herein without definition having the meaning assigned to such term in the Credit Agreement described below), BANK OF AMERICA, N.A., as administrative agent and collateral agent (the “ Administrative Agent ”), each person set forth on Schedule 2.01(c) hereto (each, a “ Term A-1 Lender ”) and each of the Consenting Lenders (as defined below) party hereto.

WHEREAS, reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of December 7, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”; the Credit Agreement as amended by this Amendment, the “ Amended Credit Agreement ”) among the Borrower, the Guarantors, the Administrative Agent and each of the Lenders from time to time party thereto (the “ Existing Lenders ”);

WHEREAS, the Borrower has requested to establish a new term loan facility consisting of term loans to be made available in a single drawing on a delayed draw basis at any time prior to the Outside Date (as defined below) in an aggregate principal amount not in excess of $700,000,000 (the “ Term Loan A-1 Facility ”) on the terms and subject to the conditions set forth herein;

WHEREAS, the Term A-1 Lenders have agreed, upon the terms and subject to the conditions set forth herein, that each Term A-1 Lender will make its Term A-1 Loans on the Amendment No. 1 Funding Date (as defined below) in an aggregate principal amount not to exceed the amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01(c) hereto (its “ Term A-1 Commitment ”, and the term loans made by each Term A-1 Lender in respect thereof, its “ Term A-1 Loans ”); and

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrowers and the Required Lenders may, and hereby express their desire to, amend the Credit Agreement and the other Loan Documents for certain additional purposes;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.     Term A-1 Loans .

(a)    Each of the Term A-1 Lenders hereby (i) commits to provide Term A-1 Loans to the Borrower in the amount of its Term A-1 Commitment, which Term A-1 Loans shall have the terms set forth in the Amended Credit Agreement, and (ii) agrees, on the date on which the Borrower consummates the Amendment No. 1 Funding Date Acquisition (as defined in the Amended Credit Agreement) (the “ Amendment No.  1 Funding Date ”), to fund Term A-1 Loans to the Borrower in an amount not to exceed its Term A-1 Commitment, after which date such commitment shall terminate immediately and without further action, in each case subject only to the satisfaction (or waiver by the Required Term A-1 Lenders (as defined in the Amended Credit Agreement) and each of Bank of America, N.A. and JPMorgan Chase Bank, N.A.) of the conditions set forth in Section 4(b) herein. The aggregate principal amount of the Term A-1 Commitments on the Amendment No. 1 Effective Date is $700,000,000.

(c)    Effective as of the Amendment No. 1 Effective Date, Schedules 2.01 and 5.08 of the Credit Agreement are hereby supplemented pursuant to Section 10.01 of the Credit Agreement by the information set forth on Schedules 2.01(c) and 5.08 to this Amendment.

(d)    The Borrower may, upon notice to the Administrative Agent, terminate or reduce the Term A-1 Commitments, in whole or in part, without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the Term A-1 Lenders of any termination or reduction of the Term A-1 Commitments under this Section 1(d) . Upon any reduction of the Term A-1 Commitments, the Term A-1 Commitment of each Term A-1 Lender shall be reduced by such Lender’s Applicable Percentage (as defined in the Amended Credit Agreement) of such reduction amount.

(e)    Each party hereto hereby agrees that, notwithstanding anything in the Credit Agreement or the Amended Credit Agreement to the contrary, the Borrower may borrow Revolving Credit Loans on the Amendment No. 1 Funding Date, subject only to the satisfaction (or waiver by the Required Revolving Lenders) of the conditions set forth in Section 4(b) herein.

The provisions set forth in this Section 1 are referred to herein as the “ Effective Date Amendments .”

Section  2.      Funding Date Amendments . The Borrower, the Administrative Agent, the Term A-1 Lenders and the Consenting Lenders hereby agree that:

(a)    Effective as of the Amendment No. 1 Funding Date, the Credit Agreement is hereby amended pursuant to Section 10.01 of the Credit Agreement, to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the Credit Agreement attached as Annex A hereto.

(b)    Effective as of the Amendment No. 1 Funding Date, each of Schedules 5.08, 5.09, 5.14 and 5.23 of the Credit Agreement is hereby amended pursuant to Section 10.01 of the Credit Agreement to give effect to any supplements to such Schedules that the Borrower may deliver to the Administrative Agent on or prior to the Amendment No. 1 Funding Date.

(c)    Effective as of the Amendment No. 1 Funding Date, the Security Agreement is hereby amended pursuant to Section 10.01 of the Credit Agreement and Section 7.2 of the Security Agreement as follows:

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(i)    the last sentence of Section 2.1 of the Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

Notwithstanding the foregoing, (i)  no any account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or Sanctioned Entity, (ii)  no any lease in which the lessee is a Sanctioned Person or Sanctioned Entity, (iii)  no any key man life insurance policy of which the Borrower or any Guarantor is a beneficiary, (iv)  no Minority Equity Interests or Equity Interests in any Excluded Subsidiary (other than any Pledged Excluded Subsidiary) and Subsidiaries), if any, (v)  no Intellectual Property shall Intellectual Property and (vi) any asset to the extent and for so long as a grant of a security interest in such asset is prohibited or restricted by applicable Law binding on such asset, in each case, except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code of any applicable jurisdiction or other applicable law (other than proceeds thereof, the assignment of which is deemed effective under the applicable Uniform Commercial Code notwithstanding such prohibition or restriction), in each case shall not be Collateral. For the avoidance of doubt, real property and leasehold interests shall not be Collateral.

(ii)    Section 2.2 of the Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

2.2      Security for Secured Obligations . The Collateral of each Grantor under this Agreement secures the prompt and complete payment, performance and observance of all Obligations of such Grantor and the other Loan Parties under the Loan Documents (including such Grantor ’ s Obligations in respect of any Secured Swap Contract and any Secured Cash Management Services Agreement) , whether for principal, interest, costs, fees, expenses, indemnities or otherwise and whether now or hereafter existing (all of such obligations being the “ Secured Obligations ”).

(iii)    Section 4.12 of Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

4.12      [ Reserved ] Bank Accounts; Securities Accounts . Upon the occurrence and during the continuance of an Event of Default and upon request by the Administrative Agent, each Grantor shall enter into an Account Control Agreement with each financial institution with which such Grantor maintains from time to time any Deposit Account or any Securities Account. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a continuing security interest in all such Deposit Accounts and Securities Accounts and all funds and Investment Property at any time paid, deposited, credited or held in such Deposit Accounts and

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Securities Accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Administrative Agent ’ s agent in connection therewith.

(iv)    Section 4.13(a)(viii) of Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

(viii) [intentionally deleted ] if requested by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, cause each bank or Securities Intermediary with which any Grantor maintains a Deposit Account or Securities Account to enter into an Account Control Agreement with respect thereto ;

(d)    Effective as of the Amendment No. 1 Funding Date, the Pledge Agreement is hereby amended pursuant to Section 10.01 of the Credit Agreement and Section 7.2 of the Pledge Agreement as follows:

(i)    the last sentence of Section 2.1 of the Pledge Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

Notwithstanding the foregoing, no (x) Minority Equity Interests nor , (y)  Equity Interests in Excluded Subsidiaries (other than Pledged Excluded Subsidiaries (as defined in the Security Agreement) , if any) shall ) , if any, and (z) Equity Interests in a Person that is not a Loan Party or wholly-owned Subsidiary, to the extent and for so long as the pledge of the Equity Interests of such Person (I) is prohibited or restricted by Law or would require the consent of any Governmental Authority to such pledge, unless such consent has been obtained, in each case, except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code of any applicable jurisdiction or other applicable law (other than proceeds thereof, the assignment of which is deemed effective under the applicable Uniform Commercial Code notwithstanding such prohibition or restriction) or (II) is not permitted by the terms of the Organization Documents or joint venture agreements of the issuer of such Equity Interests except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code of any applicable jurisdiction or other applicable law (other than proceeds thereof, the assignment of which is deemed effective under the applicable Uniform Commercial Code notwithstanding such prohibition or restriction), in each case shall not constitute Collateral.

(ii)    Section 2.2 of the Pledge Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

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2.2      Security for Secured Obligations . The Collateral of each Pledgor under this Agreement secures the prompt payment in full of all Secured Obligations of such Pledgor under the Loan Documents .

(e)    Effective as of the Amendment No. 1 Funding Date, the first sentence of clause (a) of Section 2.1 of the Subsidiary Guaranty is hereby amended pursuant to Section 10.01 of the Credit Agreement and Section 7.2 of the Subsidiary Guaranty, to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as follows:

Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “ Guaranteed Obligations ”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement , or any other Loan Document or any other agreement in respect of any Guaranteed Obligation .

The amendments set forth in this Section 2 are referred to herein as the “ Funding Date Amendments ” and, together with the Effective Date Amendments, the “ Amendments .”

Section  3.      Representations and Warranties . Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, and both before and after giving effect to the transactions contemplated by this Amendment:

(a)    No Default or Event of Default has occurred and is continuing.

(b)    This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

(c)    After giving effect to the Effective Date Amendments, all representations and warranties of each Loan Party contained in Section 5 of the Credit Agreement or any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects

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if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement, respectively, prior to the Amendment No. 1 Effective Date.

Section  4.      Conditions .

(a)     Conditions to the Amendment No.  1 Effective Date . The effectiveness of this Amendment, the Effective Date Amendments and the agreements of each Term A-1 Lender hereunder and each other Lender shall be subject solely to the receipt of counterparts of this Amendment that, when taken together, (x) bear the signatures of (i) the Borrower, (ii) each Guarantor, (iii) Existing Lenders together comprising the Required Lenders and the Required Revolving Lenders (each such Lender, a “ Consenting Lender ”) and (iv) each Term A-1 Lender and (y) bears the acknowledgement signature of the Administrative Agent (the date upon which this Amendment becomes effective, the “ Amendment No.  1 Effective Date ”).

(b)     Conditions to the Amendment No.  1 Funding Date . The effectiveness of the Funding Date Amendments and the obligation of each Term A-1 Lender and Revolving Credit Lender to honor any Request for Credit Extension on the Amendment No. 1 Funding Date shall be subject to the satisfaction (or waiver by, with respect to the Term A-1 Loans (as defined in the Amended Credit Agreement), the Required Term A-1 Lenders (as defined in the Amended Credit Agreement), Bank of America, N.A. and JPMorgan Chase Bank, N.A. or, with respect to the Revolving Credit Loans, the Required Revolving Lenders) of each of the following conditions:

(i)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Loan Parties which are party thereto, each dated the Amendment No. 1 Funding Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 1 Funding Date):

(1)     executed counterparts of the Amendment No. 1 Ratification Agreement (as defined in the Amended Credit Agreement);

(2)     an original Note executed by the Borrower in favor of each new Lender requesting a Note;

(3)     such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act on behalf of such Loan Party in connection with the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party;

(4)     such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Loan Parties is duly organized or formed, validly existing and in good standing in its jurisdiction of organization, including, certified copies of the Organization Documents of the Loan Parties, certificates of good standing of the Loan Parties;

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(5)     information necessary for the Administrative Agent to perform customary UCC lien searches on the Acquired Business (as defined in the Amended Credit Agreement) prior to the Amendment No. 1 Funding Date;

(6)     financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral of the Acquired Business;

(7)    (i) executed Joinder Agreements from each Subsidiary (other than any Excluded Subsidiary) acquired in connection with the Amendment No. 1 Funding Date Acquisition that is required to become a Loan Party pursuant to Section 6.11 of the Amended Credit Agreement and evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create and perfect the liens and security interests in the Collateral to be granted by such acquired Subsidiaries (and the direct parent thereof) shall have been taken and (ii) opinions of counsel and other documents of the type described in, and to the extent contemplated by, Section 6.11 of the Amended Credit Agreement; provided that, to the extent that any Collateral (other than Collateral that can be perfected by (x) the filing of Uniform Commercial Code financing statements and (y) delivery of stock certificates of the Subsidiaries of the Acquired Business that do not constitute Excluded Subsidiaries, to the extent such stock certificates are delivered to the Borrower on or prior to the Amendment No. 1 Funding Date and to the extent possession of such certificates perfects a security interest therein) cannot be perfected or delivered on the Amendment No. 1 Funding Date after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the delivery or perfection of such Collateral and such opinions shall not constitute a condition precedent to the Amendment No. 1 Funding Date, but instead shall be required to be delivered and perfected in accordance with the time periods set forth in Section 6.11 of the Amended Credit Agreement (or such later date as the Administrative Agent may agree in its reasonable discretion);

(8)     a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (v)  and (viii) below have been satisfied; and

(9)     a favorable opinion of Latham & Watkins LLP in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender.

(ii)    The Administrative Agent shall have received:

(1)    (x) audited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Borrower for the three most recently

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completed fiscal years of the Borrower ended at least 90 days before the Amendment No. 1 Funding Date (to the extent not previously delivered to the Administrative Agent pursuant to Section 6.01(a) of the Existing Credit Agreement) and (y) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Borrower for each of the first three subsequent fiscal quarters after the date of the most recent financial statements delivered pursuant to clause (x) above and ended at least 45 days before the Amendment No. 1 Funding Date (to the extent not previously delivered to the Administrative Agent pursuant to Section 6.01(a)) ; it being acknowledged and agreed by the Administrative Agent that it has received the audited financial statements described in clause (x) above for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and the unaudited financial statements described in clause (y) above for the fiscal periods ended March 31, 2016, June 30, 2016 and September 30, 2016. For purposes hereof, any financial statements required to be delivered pursuant to this Section 4(b)(ii)(1) shall be deemed to have been received by the Administrative Agent if such financial statements have been filed on EDGAR;

(2)     the following special purpose carve-out financial statements of the Acquired Business: (A)(1) the audited Statements of Assets Acquired and Liabilities Assumed as of January 1, 2017 and January 3, 2016 and (2) the audited Statements of Revenues and Direct Expenses for fiscal years ended January 1, 2017, January 3, 2016 and December 28, 2014; provided that no report or opinion by the independent auditors for the Acquired Business shall be required to be provided to the Administrative Agent pursuant to this clause (A); (B)(1) the unaudited Statement of Assets Acquired and Liabilities Assumed as of March 31, 2017 and (2) the unaudited Statement of Revenues and Direct Expenses for the fiscal quarter ending March 31, 2017, setting forth in comparative form such information for the previous fiscal year and comparable fiscal quarter (as the case may be) and (C)(1) the unaudited Statement of Assets Acquired and Liabilities Assumed as of June 30, 2017 and (2) the unaudited Statement of Revenues and Direct Expenses for the fiscal quarter ended June 30, 2017, setting forth in comparative form such information for the previous fiscal year and comparable fiscal quarter (as the case may be); and

(3)     a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the period ending on the last day of the most recently completed four-fiscal quarter period ending March 31, 2017, prepared after giving effect to the Amendment No. 1 Transactions (as defined in the Amended Credit Agreement) if the Amendment No. 1 Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of statement of income).

(iii)    The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements of the Amended Credit Agreement.

(iv)    The Amendment No. 1 Funding Date Acquisition shall have been, or shall substantially concurrently be, consummated in all material respects in accordance with the terms of the Acquisition Agreement as in effect on February 14, 2017 without

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giving effect to any amendment, consent or supplement or waiver of any provision thereof that is materially adverse to the interests of the Term A-1 Lenders or the Amendment No. 1 Arrangers (as defined in the Amended Credit Agreement) without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as Amendment No. 1 Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that (x) any reduction in purchase price shall be deemed to be materially adverse to the Term A-1 Lenders and the Amendment No. 1 Arrangers unless such reduction of the purchase price is less than 10% and applied 100% to reduce the Term A-1 Commitment and (y) an increase in the purchase price shall be deemed to be not materially adverse to the Term A-1 Lenders or the Amendment No. 1 Arrangers if such increase is funded 100% with proceeds of an Equity Issuance or amounts (not to exceed $50,000,000) permitted to be drawn under the Revolving Credit Facility on such date.

(v)    The Acquisition Agreement Representations (as defined below) shall be true and correct in all material respects, and the Specified Representations (as defined below) shall be true and correct in all material respects; provided that , to the extent any of the Acquisition Agreement Representations or (to the extent applicable to the Acquired Business) any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar qualification, the definition thereof for such purposes shall be the definition of Seller Material Adverse Effect (as defined in the Acquisition Agreement as in effect on February 14, 2017 (as modified in accordance with Section 4(b)(iv) hereof) for purposes of any such representations and warranties made or deemed made on, or as of, the Amendment No. 1 Funding Date (or any date prior thereto).

For purposes of this clause (v), (A) “ Acquisition Agreement Representations ” means the representations made by or with respect to the Acquired Business and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its affiliates have the right to terminate their obligations under the Acquisition Agreement, or to decline to consummate the Amendment No. 1 Funding Date Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representations in the Acquisition Agreement and (B) “ Specified Representations ” means the representations and warranties of the Borrower and the Subsidiary Guarantors set forth in Section 5.01(a), Section 5.01(b)(ii), Section 5.02 (limited to due authorization of the Loan Documents and no conflicts with Organization Documents), Section 5.04, Section 5.14 (after giving effect to any supplements to Schedule 5.14 that may be made on the Amendment No. 1 Funding Date and only to the extent that any security interest in the Collateral can be perfected under the UCC by the filing of a financing statement), Section 5.20, Section 5.24(b), Section 5.30 and Section 5.31 of the Amended Credit Agreement.

(vi)    The Administrative Agent shall have received a Solvency Certificate (as defined in the Amended Credit Agreement) from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower.

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(vii)    The Borrower shall have paid:

(1)    a consent fee (the “ Consent Fee ”) to the Administrative Agent, for the account of each Consenting Lender, in an amount equal to 0.10% of the aggregate principal amount of the Term Loans and Revolving Commitments of such Consenting Lender immediately prior to the Amendment No. 1 Effective Date;

(2)    an upfront fee (the “ Upfront Fee ”) to the Administrative Agent for the account of each Term A-1 Lender, in an amount equal to 0.25% of the aggregate principal amount of the its Term A-1 Loans funded on the Amendment No. 1 Funding Date;

(3)    the Ticking Fee (as set forth in Section 5 below), if applicable; and

(4)    any fees required to be paid on or before the Amendment No. 1 Funding Date to the Administrative Agent, the Amendment No. 1 Arrangers and the Lenders under the Fee Letters (as defined in the Amended Credit Agreement), and all expenses required to be paid or reimbursed on or before the Amendment No. 1 Funding Date to the Administrative Agent and the Amendment No. 1 Arrangers that have been invoiced a reasonable period of time (no less than three (3) Business Days) prior to the Amendment No. 1 Funding Date, in each case shall have been paid from proceeds of the funding of Loans on the Amendment No. 1 Funding Date.

(viii)    Since the date of the Acquisition Agreement, there shall not have been a “Seller Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on February 14, 2017 (as modified in accordance with Section 4(b)(iv) )).

(ix)    The Borrower and each of the Subsidiary Guarantors shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least 3 Business Days prior to the Amendment No. 1 Funding Date to the extent requested at least 10 Business Days prior to the Amendment No. 1 Funding Date.

Without limiting the generality of the provisions of Section 9.04 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4(b), each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment No. 1 Funding Date specifying its objection thereto.    

Section  5.      Ticking Fee . The Borrower hereby agrees to pay to the Administrative Agent, for the account of each Term A-1 Lender, a commitment fee (the “ Ticking Fee ”) equal to (I) (x) from Amendment No. 1 Effective Date until the first Business Day after the Borrower has delivered its financial statements and related compliance certificate for the fiscal quarter ending March 31, 2017, 0%, (y) commencing with the first Business Day after the Borrower has delivered its financial statements and related compliance certificate for

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the fiscal quarter ending March 31, 2017 until the first Business Day after the Borrower has delivered its financial statements and related compliance certificate for the fiscal quarter ending June 30, 2017, 0.25% and (z) commencing with the first Business Day after the Borrower has delivered its financial statements and related compliance certificate for the fiscal quarter ending June 30, 2017, 100% of the Applicable Rate (as defined in the Credit Agreement without giving effect to the Funding Date Amendments) applicable to the Commitment Fee (as defined in the Credit Agreement without giving to the Funding Date Amendments), multiplied by (II) the Term A-1 Commitment of such Term A-1 Lender. The Ticking Fee shall accrue on the aggregate principal amount of Term A-1 Commitments during such period until the date that is the earliest of (x) the date the Borrower provides written notice to the Administrative Agent to permanently terminate or reduce the Term A-1 Commitments ( provided that, in the case of a reduction, the Ticking Fee shall continue to accrue on the amount that has not been reduced), (y) the funding of Term A-1 Loans on the Amendment No. 1 Funding Date and (z) the Outside Date (as defined below) (such earliest date, the “ Ticking Fee End Date ”). The Ticking Fee shall be earned, due and payable on the Ticking Fee End Date.

Section  6.      Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be as effective as delivery of a manually executed counterpart hereof.

Section  7.      Applicable Law . The validity, interpretation and enforcement of this Amendment and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section  8.      Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section  9.      Effect of Amendment; Reaffirmation . Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document. As of the Amendment No. 1 Effective Date and the Amendment No. 1 Funding Date, as applicable, each reference in the Credit Agreement or any other Loan Document to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement or any other Loan Document (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement or such Loan Document as amended hereby, as applicable, and this Amendment and each such Loan Document amended hereby shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document. The parties hereto hereby consent to the

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incurrence of the Term A-1 Loans upon the terms and subject to the conditions set forth herein. Notwithstanding anything to the contrary in this Amendment, if the Amendment No. 1 Funding Date does not occur on or prior to the date that is the earliest of (i) the Outside Date (as defined in the Acquisition Agreement (as defined in the Amended Credit Agreement) as in effect on February 14, 2017, as modified in accordance with Section 4(b)(iv) ), (ii) the closing of the Amendment No. 1 Funding Date Acquisition (as defined in the Amended Credit Agreement) without the use of the Term A-1 Facility and (iii) the termination of the Acquisition Agreement in accordance with its terms (such earliest date, the “ Outside Date ”), this Amendment, and the agreements of each of the parties hereunder, shall be automatically terminated without any further effect.

Each of the Loan Parties party hereto hereby consent to this Amendment and (i) without limiting its obligations under, or the provisions of, the Subsidiary Guaranty, hereby confirms its respective guarantees, as applicable, under the Subsidiary Guaranty, (ii) without limiting its obligations under, or the provisions of, the Security Agreement or the Pledge Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Security Agreement, the Pledge Agreement and each of the other Loan Documents to which it is party, (iii) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Amended Credit Agreement (including, if applicable, the Term A-1 Loans) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Security Agreement, the Pledge Agreement and the other Loan Documents and constitute “Obligations,” “Guaranteed Obligations,” “Secured Obligations” or other similar terms, as applicable, for purposes thereof, (iv) hereby agrees that, notwithstanding the effectiveness of the transactions contemplated by this Amendment, such guarantees, and pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to apply to the Amended Credit Agreement and to continue to inure to the benefit of the Lenders and the other Secured Parties (including, without limitation, the Term A-1 Lenders), (v) hereby ratifies and confirms its prior grant of Liens pursuant to the Loan Documents and that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect after giving effect to this Amendment, are not released or reduced, and continue to secure full payment and performance of the obligations under the Credit Agreement (including, if applicable, the Term A-1 Loans) and (vi) agrees that the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which it is a party are and shall continue to be in full force and effect, are hereby in all respects ratified and confirmed and that the terms and conditions thereof shall remain unchanged except as contemplated by this Amendment.

Section  10.      Term A-1 Lenders . Each Term A-1 Lender party hereto (i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Term A-1 Lender under the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or Agent and based on such

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documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are expressly delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that, from and after the Amendment No. 1 Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Term A-1 Lender.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Published CUSIP Number: 45810CAH1

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 7, 2016

among

INTEGRA LIFESCIENCES HOLDINGS CORPORATION,

a Delaware corporation,

as the Borrower,

BANK OF AMERICA, N.A. ,

as Administrative Agent and as the Swing Line Lender

and an L/C Issuer,

and

WELLS FARGO BANK, N.A.,

as Syndication Agent,

and

JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, N.A.,

as Co-Syndication Agents for the Term A-1 Loans,

CITIZENS BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, HSBC BANK PLC, HSBC BANK USA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., PNC BANK, N.A., ROYAL BANK OF CANADA, SUNTRUST BANK, TD BANK, N.A., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. and BANK OF NOVA SCOTIA,

as Co-Documentation Agents,

CITIZENS BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, HSBC BANK PLC, HSBC BANK USA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., PNC BANK, N.A., SUNTRUST BANK, TD BANK, N.A., BANK OF NOVA SCOTIA and CAPITAL ONE, NATIONAL ASSOCIATION,

as Co-Documentation Agents for the Term A-1 Loans,

and

THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, CITIZENS BANK, N.A., DNB MARKETS, INC., HSBC BANK, PLC, HSBC BANK USA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., PNC CAPITAL MARKETS LLC, RBC CAPITAL MARKETS, ¹ SUNTRUST ROBINSON HUMPHREY, INC., TD BANK, N.A., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. and BANK OF NOVA SCOTIA,

as Joint Lead Arrangers and Joint Book Managers

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, CITIZENS BANK, N.A., DNB MARKETS, INC., HSBC BANK, PLC, HSBC BANK USA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., PNC CAPITAL MARKETS LLC, SUNTRUST ROBINSON HUMPHREY, INC. and TD BANK, N.A.,

as Joint Lead Arrangers and Joint Book Managers for the Term A-1 Loans

TABLE OF CONTENTS

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 7, 2016, among INTEGRA LIFESCIENCES HOLDINGS CORPORATION , a Delaware corporation (the “ Borrower ”), each lender and issuing bank from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), BANK OF AMERICA, N.A. , as Administrative Agent and as the Swing Line Lender.

WITNESSETH:

WHEREAS , the Borrower, the Lenders party thereto (the “ Existing Lenders ”), Bank of America and the other agents party thereto are parties to that certain Third Amended and Restated Credit Agreement dated as of July 2, 2014 (as amended, supplemented or modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”) . ;

WHEREAS , the Borrower has requested that the Lenders extend credit in the form of (a) Term A Loans to be made available in a single drawing on the Closing Date in an aggregate principal of $500,000,000, (b) Revolving Credit Loans to be made available to the Borrower on the Closing Date and at any time during the Availability Period in an aggregate principal amount at any time outstanding not in excess of $1,000,000,000, (c) Letters of Credit to be made available at any time during the Availability Period in an aggregate face amount not to excess of $60,000,000 and (d) Swing Line Loans to be made available at any time during the Availability Period in an aggregate principal amount at any time outstanding not in excess of $ 60,000,000. 60,000,000;

WHEREAS , (a) the proceeds of the Loans borrowed on the Closing Date will be used (i) to refinance the Borrower’s existing revolving credit facility and term loan facility under the Existing Credit Agreement and permanently terminate all commitments in connection therewith, (ii) for general corporate purposes and (iii) to pay fees and expenses in connection therewith and (b) the proceeds of the Revolving Credit Loans borrowed following the Closing Date will be used (i) to redeem the Borrower’s Convertible Notes (2016) convertible notes due 2016 and pay fees and expenses in connection therewith and (ii) for any other purpose permitted hereunder (collectively, the “ Transactions ”);

WHEREAS , in connection with the foregoing, the Borrower has requested that the Existing Credit Agreement be amended and restated (the “ Amendment and Restatement ”), and the Existing Lenders are willing to do so on the terms and conditions set forth herein; and

WHEREAS, the Borrower has requested that the Term A-1 Lenders extend credit in the form of Term A-1 Loans to be made available in a single drawing on the Amendment No. 1 Funding Date in an aggregate principal amount of up to $700,000,000. The proceeds of the Term A-1 Loans, together with borrowings under the Revolving Credit Facility and cash on hand, will be used to finance the Amendment No. 1 Transactions;

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01      Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

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“ Acquisition ,” by any Person, means the purchase or acquisition in a single transaction or a series of transactions by any such Person, individually or together with its Affiliates, of (a) any Equity Interest of another Person (other than a Loan Party) sufficient to cause such Person to become a direct or indirect Subsidiary of the Borrower or (b) all or a substantial portion of the Property of another Person (other than a Loan Party), including, without limitation, all or a substantial portion of the Property comprising a division, business unit or line of business, whether involving a merger or consolidation with such other Person. “ Acquire ” has a meaning correlative thereto.

“Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of February 14, 2017 (together with all Schedules and Exhibits thereto) between the Borrower and Seller, pursuant to which the Borrower will acquire the assets and liabilities of certain entities and businesses from Seller and/or its affiliates (the “Acquired Business”) on the terms and conditions set forth therein.

“Acquisition Agreement Representations” shall have the meaning specified in Section 4.03(e).

“Acquired Business” has the meaning set forth in the definition of “Acquisition Agreement”.

“ Act ” shall have the meaning specified in Section  10.16 .

“ Administrative Agent ” means Bank of America in its capacity as administrative agent and collateral agent, as applicable, under any of the Loan Documents, or any successor administrative agent and collateral agent, as provided in Section  9.06 .

“ Administrative Agent ’ s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Fee Letter ” means that certain administrative agency fee letter agreement, dated as of December  7, 2016, February 14, 2017, between the Borrower and Bank of America.

“ Agent Parties ” shall have the meaning specified in Section 10.02(c) .

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this credit agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Amendment and Restatement ” has the meaning specified in the recitals hereto.

“ Anti-Corruption Law ” shall have the meaning specified in Section 5.28. Amendment No. 1” means Amendment No. 1 to the Agreement dated as of the Amendment No. 1 Effective Date, by and among the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Lenders party thereto.

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“Amendment No. 1 Arrangers” has the meaning set forth in clause (b) of the definition of “Arrangers”.

“Amendment No. 1 Effective Date” means March 31, 2017.

“Amendment No. 1 Fee Letter” means that certain fee letter agreement dated as of the Amendment No. 1 Effective Date, among the Borrower, Bank of America, MLPFS and JPMorgan Chase Bank, N.A.

“Amendment No. 1 Funding Date” has the meaning set forth in Amendment No. 1.

“Amendment No. 1 Funding Date Acquisition” means the acquisition by the Borrower of the Acquired Business pursuant to the terms of the Acquisition Agreement and the consummation of each of the other transactions contemplated by the Acquisition Agreement.

“Amendment No. 1 Ratification Agreement” means that certain Ratification Agreement dated as of the Amendment No. 1 Funding Date executed by the Loan Parties in connection with this Agreement and Amendment No. 1, acknowledged by the Administrative Agent and in form and substance consistent with the Ratification Agreement.

“Amendment No. 1 Transactions” means (i) the consummation of the Amendment No. 1 Funding Date Acquisition, (ii) the borrowing of Term A-1 Loans and Revolving Credit Loans on the Amendment No. 1 Funding Date to finance the Amendment No. 1 Funding Date Acquisition and to pay fees, costs and expenses in connection therewith, (iii) the execution, delivery and performance by each Loan Party of Amendment No. 1 and the other Loan Documents to be executed or modified in connection therewith and (iv) the consummation of any other transactions in connection with any of the foregoing.

“Anti-Corruption Laws” shall have the meaning specified in Section 5.28.

“ Applicable Percentage ” means (a) in respect of the any Term Facility, with respect to any Lender holding Term Loans of such Term Facility at any time, the percentage (carried out to the ninth decimal place) of the such Term Facility represented by the principal amount of such Term Lender’s Term Loans under such Term Facility at such time, and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section  2.15 . If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section  8.02 , or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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“ Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) :

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) ; provided , however , that if a Compliance Certificate is not delivered within 5 Business Days of its becoming due in accordance with such Section 6.02(b) , then Pricing Level I will be applicable as of the first Business Day after the date on which such Compliance Certificate was required to be delivered until the date five Business Days after the appropriate Compliance Certificate is delivered, whereupon the Applicable Rate shall be adjusted based on the information contained in the Compliance Certificate. Pricing Level II I will be in effect during the period from the Closing Amendment No. 1 Funding Date until the first Business Day immediately following the date that the quarterly Compliance Certificate is delivered for the period ending March  31, 2017. Fiscal Quarter in which the Amendment No. 1 Funding Date occurs.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Applicable Revolving Credit Percentage ” means, with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“ Appropriate Lender ” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) , the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a) , the Revolving Credit Lenders.

“ Approved Bank ” has the meaning specified in clause (c) of the definition of “ Cash Equivalents .”

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means (a)  MLPFS, Wells Fargo Securities, LLC, Citizens Bank, N.A., DNB Markets, Inc., HSBC Bank PLC, HSBC Bank USA, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Capital

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Markets LLC, RBC Capital Markets, ³ SunTrust Robinson Humphrey, Inc., TD Bank, N.A., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and Bank of Nova Scotia, each in its capacity as a joint lead arranger and a joint book manager bookrunner and (b) with respect to Amendment No. 1 and the Term A-1 Loans, MLPFS (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citizens Bank, N.A., DNB Markets, Inc., HSBC Bank, PLC, HSBC Bank USA, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and TD Bank, N.A., each in its capacity as a joint lead arranger and joint bookrunner (this clause (b), the “Amendment No. 1 Arrangers”) .

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)) , and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Off-Balance Sheet Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

“ Audited Financial Statements ” means (a) the audited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2015, and (b) the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Consolidated Subsidiaries, including the notes thereto.

“ Auto-Extension Letter of Credit ” shall have the meaning specified in Section 2.03(b)(iii) .

“ Availability Period ” means, in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of all of the Commitments pursuant to Section  2.06 , and (c) the date of termination of the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section  8.02 .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” or (c) the Eurodollar Rate for a one-month Interest Period plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Borrower ” has the meaning specified in the introductory paragraph preamble hereto.

“ Borrower Materials ” has the meaning specified in Section  6.02 .

“ Borrowing ” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or the State of New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“ Businesses ” has the meaning specified in Section 5.13(a) .

“ Capitalized Lease ” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of such Person; provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP on the Closing Date be considered a capital lease (whether or not such lease was in effect on such date), regardless of any change in GAAP following the Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as a capital lease.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for the L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means:

(a)    securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof ( provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than thirty-six (36) months from the date of acquisition;

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(b)    marketable obligations issued by any state or commonwealth of the United States of America rated (at the time of acquisition of such security) at least “ AA ” by S&P, or the equivalent thereof by Moody’s, having maturities of not more than thirty-six (36) months from the date of acquisition;

(c)    time deposits (including eurodollar time deposits), certificates of deposit (including eurodollar certificates of deposit) and bankers’ acceptances of (i) any Lender or any Affiliate of any Lender, (ii) any commercial bank of recognized standing either organized under the laws of the United States (or any State or territory thereof) having capital and surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating (at the time of acquisition of such security) by S&P is at least “ A-1 ” or the equivalent thereof (any such bank, an “ Approved Bank ”), in each case with maturities of not more than twelve months from the date of acquisition; and

(d)    commercial paper and variable or fixed rate notes issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper and variable rate notes issued by, or guaranteed by, any industrial or financial company organized under the laws of the United States of America or any state or commonwealth thereof or the District of Columbia with a short term commercial paper rating (at the time of acquisition of such security) of at least “ A-1 ” or the equivalent thereof by S&P or at least “ P-1 ” or the equivalent thereof by Moody’s, or guaranteed by any industrial company organized under the laws of the United States of America or any state or commonwealth thereof or the District of Columbia with a long term unsecured debt rating (at the time of acquisition of such security) of at least “ Aa ” or the equivalent thereof by Moody’s, and in each case with maturities of not more than 270 days from the date of acquisition thereof.

“ Cash Management Bank ” means any party to a Cash Management Services Agreement with the Borrower or any of its Subsidiaries which party was a Lender or an Affiliate of a Lender under this Agreement at the time it entered into such Cash Management Services Agreement.

“ Cash Management Services Agreement ” means any agreement to provide management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management services.

“ Casualty ” means any casualty or other loss, damage or destruction.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

“ Change of Control ” means an event or series of events by which:

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(a)    during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(b)    any Person (or two or more Persons acting in concert) shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of control over Voting Securities of the Borrower on a fully-diluted basis assuming the conversion and/or exercise of all outstanding Equity Interests of the Borrower owned by such Person or Persons representing 30% or more of the combined voting power of all Voting Securities of the Borrower.

“ Class” means, (a) when used with respect to Commitments, whether such Commitments are Revolving Credit Commitments, Term A Commitments, Term A-1 Commitments or commitments in respect of any other series of Loans and (b) when used with respect to Loans or a Borrowing, whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term A Loans, Term A-1 Loans or Loans of any other series.

“ Closing Date ” means the first date all of the conditions precedent in Section  4.01 are satisfied or waived in accordance with Section  10.01 .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means all the “Collateral” referred to in the Collateral Documents and any other assets and property that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties; provided , that, the parties acknowledge that assets and property acquired after the Closing Date, as permitted herein or otherwise, of the type described in the Collateral Documents are and shall be pledged to the Administrative Agent for the benefit of the Secured Parties as contemplated by Sections 6.11 and 6.12 .

“ Collateral Documents ” means, collectively, the Security Agreement, the Pledge Agreement and any other security agreements, pledge agreements or similar instruments delivered to the Administrative Agent as collateral agent from time to time pursuant to Sections 6.11 and 6.12 , and each other agreement, instrument or document that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment ” means a Term A Commitment , a Term A-1 Commitment, or a Revolving Credit Commitment, as the context may require.

“ Commitment Fee ” has the meaning specified in Section 2.09(a) .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D hereto.

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“ Condemnation ” means any taking of Property, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner.

“ Consolidated Cash Interest Charges ” means for any period, for any Person and its Subsidiaries determined on a consolidated basis, Consolidated Interest Charges payable in cash during such period.

“ Consolidated EBITDA ” means, for any period, for any Person and its Subsidiaries determined on a consolidated basis, an amount equal to Consolidated Net Income for such period, plus

(a) the following (without duplication) to the extent deducted in calculating such Consolidated Net Income during such period:

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(d)    to the extent not included in calculating such Consolidated Net Income, Non-Principal Country Receipts paid in respect of such four fiscal quarter period; and minus

(e)    to the extent not included in calculating such Consolidated Net Income, Non-Principal Country Payments made in respect of such four fiscal quarter period.

Consolidated EBITDA is subject to calculation on a Pro Forma Basis in accordance with the provisions in Section  1.03 .

“ Consolidated Funded Indebtedness ” means, for any Person and its Subsidiaries determined on a consolidated basis, as of any date of determination, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness (except as provided in clause (d) below), (c) all direct, non-contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all non-contingent obligations (but including any deferred purchase price of property or services that would be treated as debt in accordance with GAAP) in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business but including earn-outs that are earned and determinable but not yet due and payable), (e) Attributable Indebtedness in respect of Capitalized Leases and Off-Balance Sheet Obligations, (f) without duplication all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse (except for customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental liabilities) to such Person or any such Subsidiary; provided , however , that (i) Consolidated Funded Indebtedness shall be calculated net of available, unrestricted cash as set forth on the most recent balance sheet of the Borrower and its Consolidated Subsidiaries delivered pursuant to Sections 6.01(a) and (b)  in excess of $40,000,000, (ii) for purposes of the definition of “Consolidated Funded Indebtedness,” the Indebtedness in respect of convertible debt securities shall be deemed to be the aggregate principal amount thereof outstanding as of such date of determination, and (iii) intercompany indebtedness shall not constitute “Consolidated Funded Indebtedness.”

“ Consolidated Interest Charges ” means, for any period, for any Person and its Subsidiaries determined on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, loan fees, charges and related expenses in connection with Indebtedness (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP.

“ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date to (b) Consolidated Cash Interest Charges for such period.

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“ Consolidated Net Income ” means, for any period, for any Person and its Subsidiaries determined on a consolidated basis, the net income (excluding extraordinary gains but including extraordinary cash losses other than losses related to the Permitted Swap Termination) of such Person for that period.

“ Consolidated Senior Secured Net Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date that is secured by a Lien to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date.

“ Consolidated Senior Secured Net Leverage Incurrence Ratio ” means a Consolidated Senior Secured Net Leverage Ratio of 3.50 to 1.00.

“ Consolidated Subsidiary ” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

“ Consolidated Tangible Assets ” means, as of any date of determination, the total assets less the sum of the goodwill and other intangible assets in each case that would be reflected on the consolidated balance sheet of the Borrower as at the end of the most recently ended fiscal quarter of the Borrower for which a balance sheet is available, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date.

“ Consolidated Total Leverage Incurrence Ratio ” means , as of any date of determination, the maximum a Consolidated Total Leverage Ratio that the Borrower was required to maintain pursuant to Section 7.17(a) as of the end of the most recently ended fiscal quarter. of 4.50 to 1.00.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person, or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Convertible Indebtedness ” means (a)  all Indebtedness issued under the Convertible Notes (2016)  and (b) any other any Indebtedness of any Loan Party (which may be guaranteed by any other Loan Party) permitted to be incurred pursuant to Sections Section 7.03(f) , (h) , (k) or (l)  of this Agreement that (i) contains customary conversion rights for similar forms of Indebtedness as of the date of issuance in the reasonable determination of the Borrower and (ii) is either (x) convertible into common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (y) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Borrower and/or cash (in an amount determined by reference to the price of such common stock); provided , that any such Indebtedness issued in accordance with clause (b)  of this definition shall not be convertible at the option of the issuer of such Indebtedness.

“ Convertible Note Indenture (2016 Maturity) ” means that certain Indenture, dated as of June  15, 2011, between the Borrower and Wells Fargo Bank, National Association, as Trustee.

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“ Convertible Notes (2016) ” means those certain 1.625% Senior Convertible Notes due 2016, issued by the Borrower pursuant to Convertible Note Indenture (2016 Maturity), in the principal amount of $230,000,000, and any securities issued in exchange therefor in accordance with this Agreement.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) in the case of Eurodollar Rate Loans, the sum of (i) the Eurodollar Rate for such Loans, plus (ii) the Applicable Rate applicable to such Loans, plus (iii) 2% per annum, (b) in the case of the Letter of Credit Fees, a rate equal to (i) the Applicable Rate plus 2% per annum, (c) in the case of Base Rate Loans and for all other Obligations, the sum of (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans, plus (iii) 2% per annum.

“ Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)  upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)  through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject

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to Section 2.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“ Derma Acquisition” means the consummation of the acquisition of Derma Sciences Inc. by the Borrower.

“ Designated Jurisdiction ” means from time to time any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease, Casualty or Condemnation or other disposition (including any Sale and Leaseback Transaction or any sale of any Equity Interest of any Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes issued by any other Person or accounts receivable or any rights and claims associated therewith or any capital stock of, or other Equity Interests in, any other Person; provided that the foregoing shall not be deemed to imply that any such disposition is permitted under this Agreement. The term “Disposition” shall not include any Equity Issuance.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means a Subsidiary that is organized under the Laws of a political subdivision of the United States.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Sections 10.06(b)(iii) and 10.06(b)(v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Engagement Letter ” means the engagement letter agreement dated November 2, 2016, among the Borrower and MLPFS.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided , however , that Convertible Indebtedness shall not be or be deemed to be an Equity Interest.

“ Equity Issuance ” means any issuance by the Borrower or any of its Subsidiaries of any capital stock or other Equity Interests to any Person or receipt by the Borrower or any of its Subsidiaries of a capital contribution from any Person, including the issuance of Equity Interests pursuant to the exercise of options or warrants and the conversion of any Indebtedness to equity; provided that the foregoing shall not be deemed to imply that any such issuance is permitted under this Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any of its Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) by the Borrower or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan resulting in withdrawal liability to the Borrower or any of its Subsidiaries or any ERISA Affiliate under Section 4201 of ERISA, or notification to the Borrower or any of its Subsidiaries or any ERISA Affiliate that a Multiemployer Plan is in reorganization within the meaning of Section 4241 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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“ Eurodollar Rate ” means:

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided , that if the Eurodollar Rate shall be less than zero at any time, such rate shall be deemed to be zero for purposes of this Agreement; provided , further that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“ Event of Default ” has the meaning specified in Section  8.01 .

“ Excluded Subsidiaries ” means (a) all Foreign Subsidiaries, (b) each Domestic Subsidiary that owns no material assets other than equity interests in one or more Foreign Subsidiaries, (c) each Domestic Subsidiary of any Foreign Subsidiary and , (d) each Immaterial Subsidiary and (e) all Subsidiaries that are not wholly owned directly by the Borrower or one or more of its Wholly-Owned Subsidiaries ; for the avoidance doubt, each Excluded Subsidiary subject to clause (b) above is a “Pledged Excluded Subsidiary” (as such term is defined in the Pledge Security Agreement) and at least 65% of the Equity Interests thereof are or will be pledged collateral in accordance with the terms of the Pledge Agreement.

“ Excluded Swap Obligation ” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section  10.20 and any other “keepwell, support or other agreement” for the benefit of such Subsidiary Guarantor and any and all guarantees of such Subsidiary Guarantor’s Swap Obligations by other Loan Parties) at the time the guaranty of such Subsidiary Guarantor, or a grant by such Subsidiary Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by

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net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section  10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Sections 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“ Executive Officer ” means (i) with respect to the Borrower, those officers with titles of president, chief executive officer, executive vice-president and senior vice-president, and (ii) with respect to any other Loan Party, those officers with titles of president, chief executive officer and vice president.

“ Existing Credit Agreement ” has the meaning specified in the recitals hereto.

“ Existing Lenders ” has the meaning specified in the recitals hereto.

“ Existing Loan Documents ” shall have the meaning specified in Section 1.07(b) .

“ Existing Obligations ” shall have the meaning specified in Section 1.07(b) .

“ Facility ” means each of the Term Facility and or the Revolving Credit Facility , as applicable .

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letters ” means, collectively, the Agent Fee Letter , the Amendment No. 1 Fee Letter and any other fee letter executed between the Borrower and an Arranger.

“ Foreign Lender ” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“ Foreign Subsidiary ” means a Subsidiary that is not organized under the Laws of a political subdivision of the United States or a state thereof.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender that is a Revolving Credit Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Granting Lender ” has the meaning specified in Section 10.06(g) .

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided , that, the term Guarantee shall not include (i) endorsements of instruments for collection in the ordinary course, (ii) customary exceptions to non-recourse provisions such as fraud,

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misappropriation of funds and environmental liabilities or (iii) assurances relating to environmental matters. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

“ Immaterial Subsidiaries ” means each Domestic Subsidiary that (a) is not a Material Subsidiary and (b) is designated by written notice from the Borrower to the Administrative Agent as an “Immaterial Subsidiary”; provided , however , that (i) as of any date of determination, the aggregate Consolidated EBITDA during the four consecutive fiscal quarters most recently ended of all Domestic Subsidiaries that are designated as Immaterial Subsidiaries shall not exceed ten percent (10.0%) of the Consolidated EBITDA during such period of the Borrower and its consolidated Domestic Subsidiaries, and (ii) as of the Closing Date, each of the Domestic Subsidiaries listed in part A of Schedule 1.01 (a) that is designated as an “Immaterial Subsidiary” in accordance with this definition shall be deemed to be an Immaterial Subsidiary.

“ Impacted Loans ” has the meaning assigned to such term in Section  3.03 .

“ Increase Effective Date ” has the meaning specified in Section 2.16(d) .

“Incremental Amount” has the meaning specified in Section 2.16(a).

“ Incremental Facility ” has the meaning specified in Section 2.16(a) .

“ Incremental Increase ” has the meaning specified in Section 2.16 (a).

“Incremental Note” has the meaning specified in Section 7.03(j).

“ Incremental Term Loan ” has the meaning specified in Section 2.16 (a) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)    net payment obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

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(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    Capitalized Leases and Off-Balance Sheet Obligations of such Person;

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h)    all Indebtedness in respect of any of the foregoing of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on the property, including, without limitation, accounts and contract rights owned by such Person, even though such Person has not assumed or become liable for such Indebtedness; and

(i)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer in an amount proportionate to such Person’s interest therein, unless such Indebtedness is expressly made non-recourse to such Person (subject to customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental liabilities) or except to the extent such Indebtedness is owed by such partnership or joint venture to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Off-Balance Sheet Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

Notwithstanding the foregoing provisions, liabilities and other obligations relating to the Non-Principal Country Payments and Non-Principal Country Receipts, if any, shall not constitute Indebtedness.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the preceding clause (a) , Other Taxes.

“ Indemnitee ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section  10.07 .

“ Intercompany Notes ” means the promissory notes issued as contemplated by Section 7.02(d) , substantially in the form of Exhibit A to the Pledge Agreement or any intercompany loan agreement in form and substance reasonably satisfactory to the Administrative Agent.

“ Interest Payment Date ” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan

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(including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three, six months or, if available, twelve months (in each case subject to Section  3.03) , thereafter, as selected by the Borrower in the Loan Notice; provided that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b)    any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)    no Interest Period shall extend beyond the Maturity Date; and

(d)    solely with respect to the Interest Period applicable to Eurodollar Rate Loans made on the Closing Date, the Borrower may elect a period of less than one month.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of, any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a division, business unit or line of business. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Investment Grade ” means, with respect to the Borrower, that the Borrower has received and is maintaining a credit rating by S&P of BBB- or better and by Moody’s of Baa3 or better, in each case, without regard to watch status.

“ IP Rights ” has the meaning specified in Section  5.11 .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

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“ Joinder Agreement ” means a joinder agreement executed and delivered in accordance with the provisions of Section  6.11 , substantially in the form of Exhibit G hereto.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law (including, without limitation, under the Federal Food, Drug and Cosmetic Act, the Safe Medical Devices Act of 1990, the FDA Modernization Act of 1997, and additional laws and regulations relating to medical devices promulgated by various governments and governmental agencies, the International Standards Organization’s regulations and registration requirements and the European Medical Device Directives).

“ L/C Advance ” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the Honor Date or refinanced as a Revolving Credit Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C Issuer ” means, individually or collectively as the context may indicate, (a) Bank of America in its capacity as issuer of Letters of Credit hereunder or any successor to Bank of America in its capacity as an issuer of Letters of Credit hereunder, (b) each other Revolving Credit Lender with a Letter of Credit Commitment set forth on Schedule 2.01 and (c) any other Revolving Credit Lender, selected by the Borrower (with the consent of the Administrative Agent and such Revolving Credit Lender, which consent, in the case of the Administrative Agent shall not be unreasonably withheld or delayed) to be an issuer of Letters of Credit hereunder, or any successor to such Lender in its capacity as an issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate and for all purposes of the Loan Documents.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section  1.06 . For purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount remaining to be drawn.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes each Lender with a commitment to make Loans as designated in Section  2.01 or Section  2.16 or in an Assignment and Assumption pursuant to which such Lender becomes a party hereto; provided that references to “Lenders” shall include any Swing Line Lender; for purposes of clarification only, to the extent that the Swing Line Lender may have rights and obligations in addition to those of the other Lenders due to its status as Swing Line Lender, its status as such will be specifically referenced.

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“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as to which a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any standby letter of credit issued hereunder.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer (modified to the extent that the terms thereof conflict with the terms hereof).

“ Letter of Credit Commitment ” shall mean, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit up to the amount set forth opposite the name of such L/C Issuer on Schedule 2.01 .

“ Letter of Credit Expiration Date ” means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(h) .

“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) $60,000,000 and (b) the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ LIBOR ” has the meaning specified in clause (a) of the definition of “Eurodollar Rate.”

“ License ” means any license, certification, accreditation, consent, permit or other authorization or approval which is required to be obtained from any Governmental Authority in connection with the operation of the Borrower and its Subsidiaries, including the development, testing, marketing, manufacturing and pricing and sale of medical devices.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Liened Property ” has the meaning specified in Section 6.11 (a) .

“ Limited Condition Acquisition ” means any acquisition by the Borrower or one or more of its subsidiaries permitted hereunder whose consummation is not conditioned under the applicable acquisition agreement on the availability of, or on obtaining, third party financing.

“ Loan ” means an extension of credit by a Lender to the Borrower under Article ARTICLE II in the form of a Term Loan, a Revolving Credit Loan, a Swing Line Loan or L/C Advance. Each Loan may be divided into tranches which are Base Rate Loans or Eurodollar Rate Loans (each a “ Type ” of Loan).

“ Loan Documents ” means this Agreement, Amendment No. 1 , the Notes, each Issuer Document, the Fee Letters, the Subsidiary Guaranty, the Collateral Documents, the Restatement Agreement, the Ratification Agreement, the Amendment No. 1 Ratification Agreement and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section  2.14 and all other documents delivered to the Administrative Agent or the L/C Issuer in connection herewith or therewith relating specifically to the Obligations.

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“ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, in each case, if in writing, shall be substantially in the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Loan Party ” means, the Borrower and each Subsidiary Guarantor, and “ Loan Parties ” means any combination of the foregoing.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Master Agreement ” has the meaning specified in the definition of “ Swap Contract .”

“ Material Adverse Effect ” means (a) a material adverse effect upon the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party, (c) a material adverse effect upon the legality, validity or binding effect of any Loan Document, or (d) a material adverse effect upon the material Lien of any Collateral Document or a material adverse effect on the rights, powers, or remedies of the Administrative Agent or any Secured Party under any Loan Document.

“ Material Subsidiary ” means, as of any date of determination, any Domestic Subsidiary that has Consolidated EBITDA during the four consecutive fiscal quarters ended on such date in excess of five percent (5%) of the Consolidated EBITDA for such period of the Borrower and its Domestic Subsidiaries.

“ Maturity Date ” means December 7, 2021 .

“ Maximum Rate ” shall have the meaning specified in Section  10.09 .

“ MLPFS ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Sections 2.14(a)(i) , (a)(ii) or (a)(iii) , an amount equal to 103% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion but not to exceed 103% of the amount in question.

“ Minority Equity Interests ” means Equity Interests in a Person that is not a Subsidiary of the Borrower (or any of its Subsidiaries) owned by any Loan Party as of the Closing Date or otherwise acquired by any Loan Party after the Closing Date as a result of a Permitted Acquisition.

“ Moody ’ s ” means Moody’s Investors Service, Inc. and any successor in interest.

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“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any of its Subsidiaries or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or has been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Net Cash Proceeds ” means:

(a)    with respect to any Disposition by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

(b)    with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Subsidiary in connection therewith.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Extension Notice Date ” shall have the meaning specified in Section 2.03(b)(iii) .

“ Non-Principal Country Payment ” means amounts paid by the Borrower or any of its Subsidiaries to the Seller arising from the Non-Principal Country Units as contemplated by any Transaction Document (as defined in the Acquisition Agreement).

“Non-Principal Country Receipts” means amounts received by the Borrower or any of its Subsidiaries arising from the Non-Principal Country Units as contemplated by any Transaction Document (as defined in the Acquisition Agreement).

“Non-Principal Country Units” shall mean the countries listed on Schedule 1.01(b).

“ Note ” means a Term Note or a Revolving Credit Note, as the context may require.

“ Obligations ” means all advances to, and debts, liabilities, obligations, indemnities, covenants and duties of, any Loan Party the Borrower and its Subsidiaries arising under any Loan Document, any Secured Swap Contract, any Secured Cash Management Services Agreement, or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute

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or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement by or against any Loan Party the Borrower and its Subsidiaries or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorney fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligations of any Loan Party to reimburse any amount in respect of any of the foregoing that any Secured Party, in its sole discretion, may elect to pay or advance on behalf of any Loan Party; provided that “Obligations” of a Subsidiary Guarantor shall exclude any Excluded Swap Obligations of such Subsidiary Guarantor . If applicable, the Obligations shall be “Designated Senior Indebtedness” (or substantially similar designation) pursuant to and for purposes of the Convertible Note Indenture (2016 Maturity) and any other any Convertible Indebtedness.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Off-Balance Sheet Obligation ” means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

(a)    any obligation under a guarantee contract that has any of the characteristics identified in FASB ASC 460-10-15-4;

(b)    a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;

(c)    any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to the Borrower’s own stock and classified in stockholders’ equity in the Borrower’s statement of financial position, as described in FASB ASC 815-10-15-74; or

(d)    any obligation, including a contingent obligation, arising out of a variable interest (as defined in the FASB ASC Master Glossary) in an unconsolidated entity that is held by, and material to, the Borrower, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the Borrower or its Subsidiaries.

“ Operating Lease ” means, as applied to any Person, any lease (including, without limitation, leases that may be terminated by the lessee at any time) of any Property that is not a Capitalized Lease other than any such lease in which that Person is the lessor.

“ Organization Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section  3.06 ).

“ Outstanding Amount ” means (a) with respect to any Class of Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Class  of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“ Participant ” has the meaning specified in Section 10.06(d) .

“ Participant Register ” has the meaning specified in Section 10.06(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ Permitted Acquisitions ” means any Acquisition; provided that (a) the Property acquired (or the Property of the Person acquired) in such Acquisition shall be used or useful in the same or similar line of business as the Loan Parties on the Closing Date, including activities ancillary, related or complementary thereto, (b) after giving effect to any Acquisition on a Pro Forma Basis, the total equity and debt investments of the Borrower and its Domestic Subsidiaries in the Foreign Subsidiaries (other than any such investments made in connection with the Amendment No. 1 Funding Date Acquisition) does not exceed fifty percent (50%) of the aggregate book value of the total assets of the Borrower and its Domestic Subsidiaries, all as determined in accordance with GAAP, (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) (i) at the time of the execution and delivery of the

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purchase agreement related to such Acquisition, no Event of Default has occurred and is continuing or would result therefrom, and (ii) after giving effect to any Acquisition, no Event of Default under Section 8.01(a) , 8.01(f) , 8.01(g) or 8.01(i) has occurred and is continuing or would result therefrom, (e) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section  7.17 on a Pro Forma Basis after giving effect to such Acquisition, (f) the Acquisition shall not involve an interest in a general partnership or joint venture or have a requirement that any Loan Party be a general or joint venture partner, (g) the Loan Parties shall, and shall cause the party that is the subject of the Acquisition to, execute and deliver such joinder and pledge agreements, security agreements and intercompany notes and take such other actions as may be necessary for compliance with the provisions of Sections 6.11 and 6.12 , and (h) the Borrower shall have delivered to the Administrative Agent (1) with respect to any Acquisition in excess of $ 100,000,000, 150,000,000, (x) a Permitted Acquisition Certificate signed by a Responsible Officer of the Borrower demonstrating compliance with Section  7.17 after giving effect to the subject Acquisition on a Pro Forma Basis, and reaffirming that the representations in this Agreement (other than any such representations identified by Lenders providing any financing for such Acquisition) are true and correct in all material respects as of such date, except those representations and warranties made as of a date certain, which shall remain true and correct in all material respects as of such date, and (y) within 5 Business Days following the closing of such Acquisition, a certificate of a Responsible Officer of the Borrower describing the Person to be acquired, including, without limitation, the location and type of operations and key management, and (2) with respect to any Acquisition in excess of $ 100 million 150,000,000 (i) that is an Acquisition of Equity Interests, all financial statements for the most recently ended full fiscal year preceding acquisition, as well as the most recent available interim statements of the party that is subject to the Acquisition or (ii) that is an Acquisition of assets, all material financial information for the most recently ended full fiscal year preceding such Acquisition obtained by the Borrower or its Subsidiaries with respect to the assets subject to the Acquisition. Notwithstanding anything herein to the contrary, each of the Amendment No. 1 Funding Date Acquisition and the Derma Acquisition constitutes a Permitted Acquisition.

“ Permitted Acquisition Certificate ” means a certificate of the Borrower substantially in the form of Exhibit J .

“ Permitted Bond Hedge Transaction ” means any call or capped call option (or substantively equivalent derivative transaction) on the Borrower’s common stock (whether settled in cash and/or common stock) purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net cash proceeds received by the Borrower or any other Loan Party from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“ Permitted Cost Savings ” means, for any four quarter measurement period, the projected or anticipated future synergies, cost savings and restructuring charges expected to arise from any Permitted Acquisition or Disposition permitted hereunder for such period so long as, and only to the extent that, such future synergies, cost savings and restructuring charges either (a)  are permitted to be included as pro forma adjustments under Regulation S-K or Regulation S-X whether or not the pro forma reporting is required under applicable law, or (b)  are certified in writing (which shall include detailed calculations of such amounts and supporting documentation as may be reasonably requested by the Administrative Agent) by the Borrower, so long as (i)  in each case under the foregoing clauses (a)  and (b) such synergies, cost savings and restructuring charges are reasonably expected to be realized within eighteen (18)  months after such Permitted Acquisition or permitted Disposition, and (ii) sum of (a) pro forma future cost savings, operating expense reductions and synergies related to the Amendment No. 1 Transactions and the Derma Acquisition that are reasonably identifiable and factually supportable and projected by the Borrower in good faith to result from actions that have been taken or are expected to be taken (in the

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good faith of the Borrower) within 24 months after the Amendment No. 1 Funding Date in an amount not to exceed (1) $46,000,000 for the fiscal year ending December 31, 2017, (2) $46,000,000 for the fiscal year ending December 31, 2018, (3) $44,000,000 for the fiscal year ending December 31, 2019, (4) $48,000,000 for the fiscal year ending December 31, 2020, (5) $53,000,000 for the fiscal year ending December 31, 2021 and (6) $55,000,000 for the fiscal year ending December 31, 2022 and (b) pro forma future cost savings, operating expense reductions and synergies related to acquisitions, investments and dispositions that are reasonably identifiable and factually supportable and projected by the Borrower in good faith to result from actions that have been taken or are expected to be taken (in the good faith of the Borrower) within 24 months after the effective date of such acquisition, investment or disposition; provided that the aggregate amount of all synergies, cost savings and restructuring charges , operating expense reductions and synergies arising under the foregoing clauses (a)  and clause (b) that may be added back to Consolidated EBITDA of the Borrower and its consolidated Subsidiaries during such measurement period ( together with all amounts added back to Consolidated EBITDA pursuant to clause (a)(xiv)(B) of the definition thereof) does not exceed the greater of (x) $ 35,000,000 or 85,000,000 and (y) 15 20 % of Consolidated EBITDA of the Borrower and its consolidated Subsidiaries (as calculated prior to giving effect to such Permitted Cost Savings in clause (b) of the definition of “ Consolidated EBITDA ) ” ) for any four fiscal quarter period .

“ Permitted Liens ” has the meaning specified in Section  7.01 .

“Permitted Refinancing” means, with respect to any Indebtedness of a Person, any amendment, modification, refinancing, refunding, renewal, replacement or extension of such Indebtedness of such Person; provided that (a) the principal amount thereof does not exceed the principal amount of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest, fees and premium (including tender premiums) thereon plus underwriting discounts, other reasonable amounts paid, and fees and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such modification, refinancing, refunding, renewal, replacement or extension plus additional amounts otherwise permitted under Section 7.03, (b) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to revolving Indebtedness, such modification, refinancing, refunding, renewal, replacement or extension has a weighted average life to maturity equal to or greater than the remaining weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders (in the good faith determination of the Borrower) as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (e) if any Liens securing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations, the Liens securing such Indebtedness shall be secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations on terms that are at least as favorable to the Secured Parties (in the good faith determination of the Borrower) as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, taken as a whole.

“ Permitted Warrant Transaction ” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock (whether settled in cash

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and/or common stock) sold by the Borrower in connection with and substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of such related Permitted Warrant Transaction, does not exceed the net cash proceeds received by the Borrower or any other Loan Party from the sale of the Convertible Indebtedness issued in connection with the Permitted Warrant Transaction.

“ Permitted Swap Termination ” means the termination of the Swap Contract to which Borrower is a party on the Closing Date.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means (i) any “employee benefit plan” within the meaning of Section 3(3) of ERISA other than a Multiemployer Plan, maintained for employees of the Borrower or any Subsidiary (or, with respect to any “employee benefit plan” that is a Pension Plan, maintained for employees of the Borrower or any ERISA Affiliate) or (ii) any such “employee benefit plan” to which the Borrower or any Subsidiary (or, with respect to a Pension Plan, any ERISA Affiliate) is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section  6.02 .

“ Pledge Agreement ” means the Amended and Restated Pledge Agreement executed by dated as of August 10, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, including on the Amendment No. 1 Funding Date) by and among the Borrower, the Subsidiary Guarantors and the Administrative Agent in accordance with the provisions of this Agreement, as amended, which Pledge Agreement shall be substantially in the form of the form attached as Exhibit H hereto .

“primary obligor” has the meaning specified in the definition of “Guarantee”.

“ Pro Forma Basis ” means for purposes of calculating any financial ratio for any Reference Period for the purpose specified in Section 1.03(c) , and each such transaction actually consummated (i) during such Reference Period or (ii) subsequent to such Reference Period and prior to or simultaneously with the event for which the calculation of any such financial ratio or financial amount is made, that such financial ratio or financial amount shall be calculated on a pro forma basis based on the following assumptions: (A) each such transaction shall be deemed to have occurred on the first day of such Reference Period; (B) any funds to be used by any Person in consummating any such transaction will be assumed to have been used for that purpose as of the first day of such Reference Period; (C) any Indebtedness to be incurred or repaid by any Person in connection with the consummation of any such transaction will be assumed to have been incurred or repaid on the first day of such Reference Period; (D) the gross interest expenses, determined in accordance with GAAP, with respect to such Indebtedness assumed to have been incurred on the first day of such Reference Period that bears interest at a floating rate shall be calculated at the current rate (as of the date of such calculation) under the agreement governing such Indebtedness (including this Agreement if the Indebtedness is incurred hereunder); and (E) any gross interest expense, determined in accordance with GAAP, with respect to Indebtedness outstanding during such Reference Period that was or is to be refinanced with proceeds of a transaction assumed to have been incurred as of the first day of the Reference Period will be excluded from such calculations.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

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“ Public Lender ” has the meaning specified in Section  6.02 .

“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party with total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified Equity Interest ” means (i) with respect to the Borrower, any Equity Interest other than Equity Interests (x) that constitute Indebtedness or are convertible or exchangeable into, or are redeemable for, Equity Interests that constitute Indebtedness; provided , that, the foregoing shall not exclude Equity Interests that accrue dividends that are not payable until the indefeasible payment in cash in full of all Obligations and the termination of all Commitments hereunder or (y) that otherwise, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise (other than by virtue of a liquidation preference that would be entitled to payments or distributions only after Obligations have been indefeasibly repaid in full in cash and all Commitments have been terminated), (B) is convertible into or exchangeable or exercisable for Indebtedness or any other Equity Interest that is not a Qualified Equity Interest, or (C) is redeemable or subject to any mandatory repurchase requirement at the option of the holder thereof, in whole or in part, other than redemption or repurchase after the Obligations have been indefeasibly repaid in full in cash and all Commitments have been terminated and (ii) with respect to any Subsidiary of the Borrower, common stock or other common Equity Interests.

“ Ratification Agreement ” means that certain Ratification Agreement dated as of the date hereof executed by the Loan Parties in connection with this Agreement and acknowledged by the Administrative Agent.

“ Real Property Assets ” means all interest (including leasehold interests) of the Borrower or any of its Subsidiaries in any real property.

“ Recipient ” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“ Reference Period ” means (a) for purposes of calculating compliance with any financial covenant or test on any date on which a Compliance Certificate is required to be delivered hereunder, the four consecutive fiscal quarters most recently ended prior to such date and (b) for purposes of determining whether the conditions precedent have been satisfied for a proposed transaction, the four consecutive fiscal quarters most recently ended prior to date of such proposed transaction for which annual or quarterly financial statements and a Compliance Certificate shall have been delivered in accordance with the provisions hereof.

“Refinancing Amendment” has the meaning specified in Section 2.17(c).

“Refinancing Effective Date” has the meaning specified in Section 2.17(a).

“Refinancing Facilities” has the meaning specified in Section 2.17(a).

“Refinancing Facility Lender” has the meaning specified in Section 2.17(b).

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“Refinancing Note Holder” has the meaning specified in Section 2.17(b).

“Refinancing Notes” has the meaning specified in Section 2.17(a).

“Refinancing Revolving Facility” has the meaning specified in Section 2.17(a).

“Refinancing Term Facility” has the meaning specified in Section 2.17(a).

“ Register ” has the meaning specified in Section 10.06(c) .

“ Registered Public Accounting Firm ” has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.

“ Regulation S-K ” means Regulation S-K under the U.S. Securities Act of 1933, as amended.

“ Regulation S-X ” means Regulation S-X under the U.S. Securities Act of 1933, as amended.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“ Removal Effective Date ” shall have the meaning specified in Section  9.06 .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Facility Lenders ” means (a) for the Revolving Credit Facility, the Required Revolving Lenders and (b) for the any Term Facility, the Required Term Lenders for such Term Facility .

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of (a) the Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of (a) the Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term A-1 Lenders” means , as of any date of determination, Term A-1 Lenders having more than 50% of the Term A-1 Facility on such date; provided that the portion of the Term A-1 Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A-1 Lenders .

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“ Required Term Lenders ” means, as of any date of determination, with respect to any Term Facility, Term Lenders having more than 50% of the such Term Facility on such date; provided that the portion of the such Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer, corporate controller, any vice president or executive vice president of any Loan Party to the extent each such officer shall have been duly authorized by all necessary corporate, partnership or other action on the part of such Person to act on behalf of such Person and solely for purposes of the delivery of incumbency certificates pursuant to Section  4.01 , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given under Article ARTICLE II , any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restatement Agreement ” means the Restatement Agreement dated as of December 7, 2016, by and among the Borrower, the Administrative Agent and each of the lenders under the Existing Credit Agreement party thereto.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any of its Subsidiaries (including, without limitation, any payment in connection with any dissolution, merger, consolidation or disposition involving Subsidiaries), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest or of any option, warrant or other right to acquire any such Equity Interest or on account of any return of capital to the Borrower’s or such Subsidiary’s stockholders, partners or members (or the equivalent of any thereof).

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b) .

“ Revolving Credit Commitment ” means as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“ Revolving Credit Lender ” means, at any time, (a) so long as any Revolving Credit Commitment is in effect, any Lender that has a Revolving Credit Commitment at such time or (b) if the Revolving Credit Commitments have terminated or expired, any Lender that has a Revolving Credit Loan or a participation in L/C Obligations or Swing Line Loans at such time.

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“ Revolving Credit Loan ” has the meaning specified in Section 2.01(b) .

“ Revolving Credit Note ” means a “Revolving Credit Note” made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2 hereto.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and any successor in interest.

“ Sale and Leaseback Transaction ” means any arrangement pursuant to which the Borrower or any of its Subsidiaries, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capitalized Lease, of any Property that the Borrower or any of its Subsidiaries (a) has sold or transferred (or is to sell or transfer) to, or arranged the purchase by, a Person other than the Borrower or any of its Subsidiaries or (b) intends to use for substantially the same purpose as any other Property that has been sold or is transferred (or is to be sold or transferred) by the Borrowers or such Subsidiary to a Person other than the Borrower or any of its Subsidiaries in connection with such lease.

“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Cash Management Services Agreement ” means any Cash Management Services Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank.

“ Secured Party ” means the Administrative Agent, each Lender, each L/C Issuer, each Swing Line Lender, each Swap Bank, each Cash Management Bank , each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section  9.05 , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“ Secured Swap Contract ” means any interest rate or foreign exchange rate Swap Contract that is entered into by and between the Borrower or any of its Subsidiaries and any Swap Bank.

“ Securities Laws ” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“ Security Agreement ” means the Amended and Restated Security Agreement executed by dated as of August 10, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, including on the Amendment No. 1 Funding Date) by and among the Borrower, the Subsidiary Guarantors and the Administrative Agent in the form attached as Exhibit I.

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“Seller” means DuPuy Synthes, Inc., a Delaware corporation.

“Solvency Certificate” means a certificate substantially in the form of attached hereto as Exhibit I hereto L .

“ SPC ” has the meaning specified in Section 10.06(g) .

“ Subject Properties ” has the meaning specified in Section 5.13(a) .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantor ” means each Domestic Subsidiary of the Borrower on the Closing Date and each other Subsidiary of the Borrower that joins as a Subsidiary Guarantor pursuant to Section  6.11 , together with their successors and permitted assigns, in each case, other than the Excluded Subsidiaries (except to the extent such Subsidiary is a Subsidiary Guarantor as of the Amendment No. 1 Funding Date) . As of the Closing Date, the Domestic Subsidiaries listed on part B of Schedule 1.01 hereto are Subsidiary Guarantors.

“ Subsidiary Guaranty ” means the Amended and Restated Subsidiary Guaranty Agreement dated as of August 10, 2010 duly executed by each Subsidiary Guarantor (as amended, amended and restated, supplemented or otherwise modified from time to time, including on the Amendment No. 1 Funding Date) by and among the Borrower, the Subsidiary Guarantors and the Administrative Agent , substantially in the form of attached hereto as Exhibit F hereto .

“ Swap Bank ” means any Person party to a Swap Contract who was a Lender or an Affiliate of a Lender as of the Closing Date or, if later, at the time it entered into such Swap Contract, in its capacity as a party thereto, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options (excluding, for the avoidance of doubt, any option imbedded in any Convertible Indebtedness), bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

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“ Swap Obligations ” means with respect to any Subsidiary Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line ” means the revolving credit facility made available by the Swing Line Lender pursuant to Section  2.04 .

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section  2.04 .

“ Swing Line Commitment ” shall mean, with respect to each Swing Line Lender, the commitment of such Swing Line Lender to make Swing Line Loans up to the amount set forth opposite the name of such Swing Line Lender on Schedule 2.01 .

“ Swing Line Lender ” means, individually or collectively as the context may indicate, (a) Bank of America in its capacity as provider of Swing Line Loans or any successor of Bank of America in its capacity as a swing line lender hereunder, (b) each other Revolving Credit Lender with a Swing Line Commitment set forth on Schedule 2.01 and (c) any other Revolving Credit Lender, selected by the Borrower (with the consent of the Administrative Agent and such Revolving Credit Lender, which consent, in the case of the Administrative Agent shall not be unreasonably withheld or delayed) to be a Swing Line Lender hereunder, or any successor to such Lender in its capacity as a Swing Line Lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which shall be substantially in the form of Exhibit B hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform of electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $60,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Commitment” means, as to each Term A Lender, such Term A Lender’s obligation, if any, to make Term A Loans to the Borrower pursuant to Section 2.01(a).

“Term A Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) at any other time after the Closing Date, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

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“Term A Lender” means (a) on or prior to the Closing Date, any Lender that holds a Term A Commitment at such time and (b) at any other time after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility.

“Term A-1 Commitment” means, as to each Term A-1 Lender, such Term A-1 Lender’s obligation, if any, to make Term A-1 Loans to the Borrower pursuant to Section 2.01(c).

“Term A-1 Facility” means, at any time, (a) on or prior to the Amendment No. 1 Funding Date, the aggregate amount of the Term A-1 Commitments at such time and (b) at any other time after the Amendment No. 1 Funding Date, the aggregate principal amount of the Term A-1 Loans of all Term A-1 Lenders outstanding at such time.

“Term A-1 Lender” means (a) on or prior to the Amendment No. 1 Funding Date, any Lender that holds a Term A-1 Commitment at such time and (b) at any other time after the Amendment No. 1 Funding Date, any Lender that holds Term A-1 Loans at such time.

“Term A-1 Loan” means an advance made by any Term A-1 Lender under the Term A-1 Facility.

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Class and Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each applicable Term Lender pursuant to Section 2.01(a) or Section  2.16 , as the case may be.

“ Term Commitment ” means , as to each Term Lender, such Term Lender ’ s obligation, if any, to make Term Loans to the Borrower pursuant to Section 2.01(a) the Term A Commitments, the Term A-1 Commitments and the commitments in respect of any other series of Term Loans .

“ Term Facility ” means , at any time, (a)  on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b)  at the Term A Facility, the Term A-1 Facility and any other time after the Closing Date, the aggregate principal amount of the series of Term Loans of all or Term Lenders outstanding at such time. Commitments.

“ Term Lender ” means (a)  on or prior to the Closing Date, any Lender that holds a Term Commitment at such time and (b)  at any other time after the Closing Date, any Lender that holds a Term Loans at such time Commitment or a Term Loan .

“ Term Loan ” means an advance made by any Term Lender under the t he Term A Loans, the Term A-1 Loans and any other Class of term loans established hereunder (including any Class of term loans under an Incremental Facility or a Refinancing Term Facility ) .

“ Term Note ” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-1 hereto.

“ Threshold Amount ” means $ 30,000,000. 50,000,000.

“ Total Revolving Credit Outstandings ” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

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“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Transactions ” has the meaning specified in the recitals hereto.

“ Type ” has the meaning specified in the definition of “Loan.”

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Unaudited Financial Statements ” means (a) the unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended September 30, 2016 and (b) the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date, subject to normal year-end adjustments, formatting requirements and the absence of footnotes.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)) , as amended or modified from time to time.

“ Voluntary Convertible Note Repurchase ” means the voluntary repurchase at any time and from time to time of any Convertible Indebtedness by any Loan Party.

“ Voting Securities ” means, with respect to any Person, securities or other ownership interests having by the terms thereof ordinary voting power to elect the board of directors or other persons performing similar functions of such Person (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency).

“ Wholly-Owned Subsidiary ” means (a) with respect to any Domestic Subsidiary of any Person, a Domestic Subsidiary of such Person that is wholly-owned by such Person and (b) with respect to any Foreign Subsidiary of any Person, either (i) a Foreign Subsidiary of such Person that is wholly-owned by such Person or (ii) if any Law applicable to such Foreign Subsidiary requires that directors of such Foreign Subsidiary own any amount of common Equity Interests in such Foreign Subsidiary, such Foreign Subsidiary of such Person so long as (i) the amount of common Equity Interests in such Foreign Subsidiary owned by such director or directors is the minimum amount required by applicable Law, (ii) ownership of such common Equity Interests does not give such director or directors, individually or in combination, the right or ability to control, directly or indirectly through one or more intermediaries, the management of such Foreign Subsidiary, and (iii) such Person, directly or indirectly, owns all the other Equity Interests in such Foreign Subsidiary other than the Equity Interest held by such director or directors.

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“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02      Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03    Accounting Terms.

(a)     Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

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(b)     Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)     Pro Forma Calculations . Notwithstanding anything herein to the contrary, any calculation of the Consolidated Total Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated EBITDA or Consolidated Tangible Assets for any Reference Period (x) during which an Acquisition or Disposition event for which such calculation is made shall have occurred or (y) subsequent to such Reference Period and prior to or simultaneously with the event for which the such calculation of any such financial ratio or financial amount is made shall in each case be made on a Pro Forma Basis for purposes of making the following determinations:

(i)    determining the applicable pricing level under the definition of “Applicable Rate;” provided that events that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect;

(ii)    determining compliance with the Consolidated Total Leverage Ratio and the Consolidated Interest Coverage Ratio (other than whether the conditions precedent for a proposed transaction have been satisfied as contemplated by subsection (iv) of this Section 1.03(c) ); provided that, solely with respect to Section 7.17, events that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect;

(iii)    calculating availability under the basket set forth in Section 2.16(a) based on the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries for the applicable Reference Period; and

(iv)    determining whether the conditions precedent have been satisfied for a proposed transaction, including any calculation of the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Leverage Ratio for purposes of Sections 2.16(a) and/or 7.03(f) , and any determination of whether an Event of Default will result from the consummation thereof, including, without limitation, any Disposition or any Investment which results in an Acquisition.

(d)     Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

1.04      Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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1.05      Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06      Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07      Amendment and Restatement . In order to facilitate the Amendment and Restatement:

(a)     Existing Credit Agreement Superseded . Each of the Borrower and each other Loan Party, the Administrative Agent, the L/C Issuer and the Lenders hereby agree that upon the effectiveness of this Agreement, (i) the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement shall be superseded by this Agreement and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement, as the same may from time to time be amended, restated, supplemented or otherwise modified.

(b)     Continuing Obligations . All of the “Obligations” (as defined in the Existing Credit Agreement, the “ Existing Obligations ”) outstanding under the Existing Credit Agreement and other “Loan Documents” (as defined in the Existing Credit Agreement, the “ Existing Loan Documents ”) shall continue as Obligations hereunder to the extent not repaid on the Closing Date, and each of this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and Existing Obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of or reborrowing or termination of, the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.

(c)     Reallocation of Commitments . Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section  10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders

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shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01 ; provided , that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section  3.05 .

(d)     Existing Notes . Upon the effectiveness of this Agreement, (i) all “Notes” as defined in and issued under the Existing Credit Agreement shall be superseded and replaced by the Notes hereunder and such “Notes” shall be deemed cancelled and of no further force and effect, regardless of whether such notes were returned to the Borrower; provided , that Lenders that were “Lenders” under the Existing Credit Agreement will use commercially reasonable efforts to locate and return to Borrower for cancellation all original “Notes” issued under the Existing Credit Agreement.

1.08      Limited Condition Acquisitions . In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facility Facilities but including any Incremental Term Loans) or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions in connection with a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket under Section 2.16(a) ), representations and warranties shall be determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the Limited Condition Acquisition and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio shall be calculated (x) on a pro forma basis assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated and (y) for Restricted Payments and prepayments of Indebtedness only, without giving effect to such Limited Condition Acquisition ( provided that this clause (y) shall not apply to any calculation of any ratio or basket during such period in connection with a Permitted Acquisition).

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01      Loans .

(a)     Term A Borrowing . Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount equal to such Term A Lender’s Term A Commitment. The Term Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

(b)     Revolving Credit Borrowings . Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “ Revolving Credit Loan ”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount

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not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) subject to Section 2.04(a) with respect to the Swing Line Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b) , prepay under Section  2.05 , and reborrow under this Section 2.01(b) .