LOAN AGREEMENT dated as of November 27, 2000, between AMERICAN TISSUE SERVICES
FOUNDATION, a not-for-profit corporation organized under the laws of Delaware (herein called the
"Borrower") and OSTEOTECH, INC., a corporation organized under the laws of Delaware (herein called the
W I T N E S S E T H:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings, unless the
context otherwise requires:
"Business Day" shall mean a day other than a Saturday, Sunday or day on which banks are authorized or
required to close under the laws of the State of New Jersey.
"Events of Default." Each of the following (individually, an "Event of Default" and collectively, the "Events of
Default") shall constitute an event of default under this Agreement:
(a) The appointment of a receiver or trustee of the Borrower or insolvency of the Borrower or its liquidation,
bankruptcy, making an assignment for the benefit of creditors or reorganization, whether or not pursuant to
bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower;
(b) A default in the payment of any installment of interest upon, or principal of, any Note (as hereinafter defined)
within five (5) Business Days of when such payment is due and payable, whether at the maturity or otherwise;
(c) The Borrower breaches or violates the terms of this Agreement.
"Notes" shall mean the promissory notes of the Borrower described in
Section 2.2 hereof.
"Termination Date" shall mean the earliest of (a) the date of the occurrence of an Event of Default or (b) the 90th
Business Day following the giving of written notice of termination by either party hereto or (c) December 31,
1.2 Use of Defined Terms. All terms defined in this Agreement shall have the defined meanings when used in the
Notes or other documents made or delivered pursuant to this Agreement unless the context shall otherwise