Guaranty (abl), Dated As of September 25, 2007

Exhibit 10.8

EXECUTION COPY


GUARANTY

(ABL) dated as of

September 25, 2007

between

LVB ACQUISITION, INC.,

as Holdings

and

BANK OF AMERICA, N.A.,

as Administrative Agent


TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1

ARTICLE II

GUARANTY SECTION 2.01. Guaranty 2 SECTION 2.02. Guaranty of Payment 2 SECTION 2.03. No Limitations; Guaranty Absolute 2 SECTION 2.04. Reinstatement 3 SECTION 2.05. Agreement To Pay; Subrogation 3 SECTION 2.06. Information 4

ARTICLE III

INDEMNITY, SUBROGATION AND SUBORDINATION SECTION 3.01. Indemnity and Subrogation 4 SECTION 3.02. Subordination 4

ARTICLE IV

MISCELLANEOUS SECTION 4.01. Notices 4 SECTION 4.02. Waivers; Amendment 5 SECTION 4.03. Administrative Agent' s Fees and Expenses, Indemnification 5 SECTION 4.04. Survival of Representations and Warranties 6 SECTION 4.05. Counterparts; Effectiveness; Successors and Assigns; Several Agreement 6 SECTION 4.06. Severability 6 SECTION 4.07. Right of Set-Off 6 SECTION 4.08. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process 7 SECTION 4.09. Headings 7 SECTION 4.10. Termination or Release 7 SECTION 4.11. Limitation on Guaranteed Obligations 8


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GUARANTY dated as of September 25, 2007, among LVB ACQUISITION, INC., a Delaware corporation (" Holdings" ), and BANK OF AMERICA, N.A., as Administrative Agent (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 Parent Borrower, Holdings, the Subsidiary Borrowers party thereto, 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. Holdings is an affiliate of the Borrowers, 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 make the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties and hereby covenant and 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.

(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: " Administrative Agent" means Bank of America, N.A., in its capacity as administrative agent and collateral agent under any of the Loan Documents, or any successor administrative agent and collateral agent.

" Agreement" means this Guaranty. " Bankruptcy Code" means Title 11 of the United States Code entitled " Bankruptcy," as now or hereafter in effect, or any successor thereto.

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

" Guarantor" means Holdings, in its capacity as a guarantor under this Agreement.

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" Guaranty Parties" means, collectively, the Borrowers and the Guarantor and " Guaranty Party" means any one of them.

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

" 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.

ARTICLE II

GUARANTY SECTION 2.01. Guaranty . The Guarantor irrevocably, absolutely and unconditionally guaranties the due and punctual payment of the Obligations, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or with any other Loan Documents. The Guarantor further agrees that the Obligations may be extended, increased or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guaranty notwithstanding any extension, increase or renewal, in whole or in part, of any Obligation. The Guarantor waives diligence, presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its guaranty and notice of protest for nonpayment. SECTION 2.02. Guaranty of Payment . The Guarantor further agrees that its guaranty hereunder constitutes a guaranty of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrowers or any other Person.

SECTION 2.03. No Limitations; Guaranty Absolute . (a) Except for termination of the Guarantor' s obligations hereunder as expressly provided in Section 4.10, to the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement; (iii) the release of any security held by the Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the


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Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). The Guarantor expressly authorizes the Secured Parties to take and hold security for the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more of the obligors upon or in respect of the Obligations, all in accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of the Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, all rights of the Administrative Agent hereunder and all obligations of the Guarantor hereunder shall be absolute and unconditional irrespective of, and the Guarantor waives any defense based on or arising out of, (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing or guaranteeing all or any of the Obligations, (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Guarantor in respect of the Obligations or this Agreement or (e) any defense of any Borrower or any other Borrower.

(c) The Administrative Agent and the other Secured Parties may, in accordance with the terms of the Collateral Documents and at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or exercise any other right or remedy available to them against any Borrower, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been fully and indefeasibl ...