WAIVER AND CONSENT AGREEMENT
This is a Waiver and Consent Agreement dated as of March 20, 2000 by and among Brown Brothers Harriman
& Co. ("BBH"), J.H. Whitney & Co. ("JHW"), Whitney Subordinated Debt Fund, L.P. ("WSDF" and, together
with JHW, "Whitney") and the Borrowers (as defined below) party hereto.
Reference is made to (i) that certain Credit Agreement, dated as of September 13, 1999 (the "U.S. Credit
Agreement"), by and among NMT Medical, Inc.
("NMT") and its domestic subsidiaries (together with NMT, the "U.S. Borrowers")
and BBH, (ii) that certain Credit Agreement, dated as of September 13, 1999 (the "French Credit Agreement"),
by and among NMT NeuroSciences Implants (France) SA and NMT NeuroSciences Instruments (France)
SARL, each a wholly owned subsidiary of NMT (collectively, the "French Borrowers" and together with the
U.S. Borrowers, the "Borrowers"), and BBH, (iii) that certain Guarantee, dated as of September 13, 1999 (the
"BBH Guarantee"), made by the U.S. Borrowers in favor of BBH, pursuant to which the U.S. Borrowers
guaranteed the obligations of the French Borrowers under the French Credit Agreement, (iv) that certain Security
Agreement, dated as of September 13, 1999 (the "Security Agreement"), by and among the U.S. Borrowers and
BBH and (iv) that certain letter agreement regarding the post-closing delivery of certain documentation and the
satisfaction of certain conditions, dated September 13, 1999 (the "Letter Agreement"). The U.S. Credit
Agreement, the French Credit Agreement, the BBH Guarantee, the Security Agreement and the Letter
Agreement are referred to collectively herein as the "BBH Loan Documents."
Reference is further made to (i) that certain Subordinated Note and Common Stock Purchase Agreement, dated
as of July 8, 1998 (the "Whitney Purchase Agreement"), by and among WSDF, NMT and, for certain purposes,
JHW, as amended by that certain Amendment No. 1 dated April 14, 1999 ("Amendment No. 1") and as further
amended by that certain Amendment