Pledge And Security Agreement (abl), Dated As of September 25, 2007

Exhibit 10.9

Execution Copy


PLEDGE AND SECURITY AGREEMENT (ABL)

dated as of September 25, 2007

among BIOMET, INC.,

as the Parent Borrower

LVB ACQUISITION, INC.,

as Holdings

CERTAIN SUBSIDIARIES OF BIOMET, INC.

IDENTIFIED HEREIN, as Subsidiary Borrowers

and

BANK OF AMERICA, N.A.,

as Administrative Agent

ARTICLE I DEFINITIONS

Section1.01.

Credit Agreement 1

Section1.02.

Other Defined Terms 1 ARTICLE II SECURITY INTERESTS IN PERSONAL PROPERTY

Section 2.01.

Security Interest 3

Section 2.02.

Representations and Warranties 4

Section 2.03.

Covenants 5 ARTICLE III REMEDIES

Section 3.01.

Remedies upon Default 7

Section 3.02.

Certain Matters Relating to Accounts 8

Section 3.03.

Application of Proceeds 9 ARTICLE IV INDEMNITY, SUBROGATION AND SUBORDINATION

Section 4.01.

Indemnity 10

Section 4.02.

Contribution and Subrogation 10

Section 4.03.

Subordination 10 ARTICLE V MISCELLANEOUS

Section 5.01.

Notices 10

Section 5.02.

Waivers; Amendment 10

Section 5.03.

Administrative Agent' s Fees and Expenses 11

Section 5.04.

Successors and Assigns 11

Section 5.05.

Survival of Agreement 11

Section 5.06.

Counterparts; Effectiveness; Successors and Assigns; Several Agreement 12

Section 5.07.

Severability 12

Section 5.08.

Right of Set-Off 12

Section 5.09.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process 13

Section 5.10.

Headings 13

Section 5.11.

Security Interest Absolute 13

Section 5.12.

Intercreditor Agreement Governs 13


i Section 5.13.

Termination or Release 13 Section 5.14.

Additional Restricted Subsidiaries 14 Section 5.15.

Administrative Agent Appointed Attorney-in-Fact 14 Section 5.16.

General Authority of the Administrative Agent 15 Section 5.17.

Reinstatement 15


ANNEX A List of Subsidiary Borrowers


Exhibits


EXHIBIT I Form of Security Agreement Supplement

EXHIBIT II Form of Perfection Certificate


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PLEDGE AND SECURITY AGREEMENT dated as of September 25, 2007 among LVB ACQUISITION, INC., a Delaware corporation (" Holdings" ), BIOMET, INC., an Indiana corporation (the " Parent Borrower" ), certain Subsidiaries of the Parent Borrower from time to time party hereto (the " Subsidiary Borrowers" and, together with the Parent Borrower, each a " Borrower" and collectively, the " Borrowers" ) and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below). Reference is made to the Credit Agreement dated as of September 25, 2007 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement" ), among the Borrowers, Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the " Lenders" and individually, a " Lender" ). The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of Holdings and each Subsidiary Borrower party hereto is an affiliate of the Parent Borrower and will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions SECTION 1.01. Credit Agreement . (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

" Account Debtor" means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

" Administrative Agent" means Bank of America, N.A., the Administrative Agent under the Credit Agreement, or any successor Administrative Agent thereof, acting in the capacity of collateral agent hereunder.

" Accounts" has the meaning specified in Article 9 of the New York UCC. " Agreement" means this Pledge and Security Agreement.

" Claiming Party" has the meaning assigned to such term in Section 4.02.

" Collateral" has the meaning assigned to such term in Section 2.01(a).

" Contributing Party" has the meaning assigned to such term in Section 4.02.


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" Credit Agreement" has the meaning assigned to such term in the preliminary statement of this Agreement.

" Excluded Assets" means: (a) any assets or properties that are acquired pursuant to a Permitted Acquisition (or that are owned by a Subsidiary acquired pursuant to a Permitted Acquisition), so long as such assets or properties are subject to a Lien permitted by Section 7.01(p) of the Credit Agreement and solely to the extent that the terms of the agreements relating to such Lien prohibit the Security Interest from attaching to such assets or properties, which secured Indebtedness is incurred or assumed in connection with such Permitted Acquisition;

(b) any rights of a Grantor arising under any contract, lease, instrument, license or other document if but only to the extent that and so long as the grant of a security interest therein would (x) constitute a violation or abandonment of, or render unenforceable, a valid and enforceable restriction in respect of such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty), or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided , however , that the limitation set forth in this clause (b) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity and provided, further, that, at such time as the condition causing the conditions in subclauses (x) and (y) of this clause (b) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall immediately cease to be an Excluded Asset, and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other document, or to the extent severable, to any portion thereof that does not result in any of the conditions in (x) or (y) above; (c) any assets to the extent and for so long as the pledge of which is prohibited by law not overridden by the Uniform Commercial Code or other applicable law; and

(d) any asset with respect to which the Administrative Agent and the Parent Borrower have reasonably determined in writing that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Lenders. " General Intangibles" has the meaning specified in Article 9 of the New York UCC and includes for the avoidance of doubt corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts. " Grantor" means each of Holdings and each Borrower.

" Loan Documents" means (a) each Loan Document as defined under the Credit Agreement, (b) each Secured Hedge Agreement entered into with a Hedge Bank, and (c) each agreement governing Cash Management Services entered into with a Cash Management Bank.


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" New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York.

" Perfection Certificate" means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and as amended, updated, modified or supplemented from time to time, and duly executed as of the Closing Date, and as of any subsequent delivery date as required pursuant to the Loan Documents, by a Responsible Officer of the Parent Borrower.

" Secured Parties" means, collectively, the Administrative Agent, the Lenders, each Hedge Bank, each Cash Management Bank and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.02 of the Credit Agreement. " Security Agreement Supplement" means an instrument in the form of Exhibit I hereto. " Security Interest" has the meaning assigned to such term in Section 2.01(a). " Term Loan Priority Collateral" means any and all of the following, whether now existing or hereafter created or acquired, in which any Loan Party has any right, title or interest: (i) Equity Interests in other Persons held by any Loan Party; (ii) debt other than debt included in Collateral owed to any Loan Party; (iii) equipment; (iv) any interest (fee, leasehold or otherwise) of any Loan Party in any real property and fixtures; (v) investment property other than any securities accounts, amounts and investments therein that constitute Proceeds of Collateral described in Section 2.01(i), (ii), (iii), (iv) or (v); (vi) commercial tort claims; (vii) intellectual property that is not directly attached to Accounts or Inventory; (viii) proceeds of insurance (solely to the extent constituting proceeds of other Term Loan Priority Collateral); (ix) other general intangibles (including contract rights) to the extent relating to any of the foregoing; (x) all letter of credit rights, instruments, documents or chattel paper (including electronic chattel paper) to the extent evidencing any of the foregoing; (xi) all supporting obligations relating to any of the foregoing; and (xii) all books, records, ledger cards and disks at any time evidencing or containing information relating to any of the foregoing and any right to use data processing software to the extent relating to any of the foregoing.

ARTICLE II

Security Interests in Personal Property

SECTION 2.01. Security Interest . (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranty, each Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the " Security Interest" ) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the " Collateral" ): (i) all Accounts;

(ii) all Deposit Accounts;

(iii) all Inventory; (iv) to the extent evidencing, governing, securing or otherwise related to the items referred to in the foregoing, General Intangibles, Chattel Paper and Instruments;


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(v) all books and records pertaining to the Collateral (whether in printed form or stored electronically); and

(vi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in, and Collateral shall not include, any Excluded Asset or Term Loan Priority Collateral. (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral of such Grantor as described herein or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request.

(c) The Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. (d) With respect to any Deposit Accounts that are Blocked Accounts pursuant to Section 6.15(b) of the Credit Agreement, each Grantor that is an account party for a Blocked Account shall execute and deliver Blocked Account Agreements in accordance with Section 6.15 of the Credit Agreement. The Agent hereby agrees that it shall not deliver any notifications to any account bank under any Blocked Account Agreement until such time as a Cash Dominion Event has occurred and is continuing.

SECTION 2.02. Representations and Warranties . Holdings and each of the Borrowers jointly and severally represent and warrant, as to themselves and the other Grantors, to the Administrative Agent and the Secured Parties that: (a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The information set forth in the Perfection Certificate, including the legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate (or specified by notice from the Parent Borrower to the Administrative Agent after the Closing Date in the case of filings,


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recordings or registrations, are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations; and (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than (1) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (2) Liens expressly permitted to attach to the Collateral pursuant to Section 7.01 of the Credit Agreement.

(d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable United States laws covering any Collateral or (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted to attach to the Collateral pursuant to Section 7.01 of the Credit Agreement.

SECTION 2.03. Covenants .

The Borrowers agree promptly (and in any event within 45 days of such change) to notify the Administrative Agent in writing of any change in (i) legal name of any Grantor, (ii) the identity or type of organization or corporate structure of any Grantor, (iii) the jurisdiction of organization of any Grantor, or (iv) the chief executive office of any Grantor.

(a) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrowers shall deliver to the Administrative Agent an updated Perfection Certificate executed by the chief financial officer or the chief legal officer of the Parent Borrower, setting forth any information required therein that has changed or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 2.03(a) and certifying that all UCC financing statements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the Security Interests and Liens in the United States under this Agreement.

(b) Each of the Borrowers agree, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security


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Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith.

(c) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted to attach to the Collateral pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Administrative Agent within 10 Business Days after demand for any payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor f ...