AMENDMENT NO. 2
EX-10.20 5 w77123exv10w20.htm EXHIBIT 10.20 exv10w20
Exhibit 10.20
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of October 26, 2009 to the Credit Agreement referred to below, between Teleflex Incorporated (the Borrower), each of the Guarantors identified under the caption GUARANTORS on the signature pages hereto, each of the Lenders identified under the caption LENDERS on the signature pages hereto and JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent for the Lenders (in such capacity, the Administrative Agent).
The Borrower, the Lenders party thereto (individually, a Lender and, collectively, the Lenders), the Guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of October 1, 2007 (as amended and in effect immediately prior to giving effect to this Amendment No. 2, the Credit Agreement). The Borrower and the Lenders wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used in this Amendment No. 2 and not otherwise defined are used herein as defined in the Credit Agreement.
Section 2. Amendments. Effective as provided in Section 4 hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to this Agreement (and indirect references such as hereunder, hereby, herein and hereof) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement is hereby amended by restating the following definition as follows:
Consolidated Leverage Ratio means, as at any date, the ratio of (a) Consolidated Total Indebtedness on such date (subject to the proviso set forth in the definition of Indebtedness and excluding Indebtedness in respect of any Receivables Securitization Program) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.
Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that (a) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and of each Loan Party in each of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default shall occur and be continuing under the Credit Agreement, as amended hereby.
Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of one or more counterparts of this Amendment No. 2 executed by each Loan Party and the Required Lenders.
Section 5. Confirmation of Security Documents. The Borrower hereby confirms and ratifies all of its obligations under the Security Documents to which it is a party. By its execution on the respective signature lines provided below, each of the Guarantors hereby confirms and ratifies all of its obligations (including, without limitation, the obligations as guarantor under Article X of the Credit Agreement, as amended hereby) and the Liens granted by it under the Loan Documents to which it is a party, represents and warrants that the representations and warranties set forth in such Loan Documents are complete and correct in all material respects on the date hereof as if made on and as of such date and confirms that all references in such Loan Documents to the Credit Agreement (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written.
TELEFLEX INCORPORATED | ||||
By | /s/ C. Jeffrey Jacobs | |||
Name: | C. Jeffrey Jacobs | |||
Title: | Treasurer | |||
GUARANTORS ARROW INTERNATIONAL INC. ARROW INTERNATIONAL INVESTMENT CORP. ARROW INTERVENTIONAL INC. SIERRA INTERNATIONAL INC. SOUTHERN WIRE, LLC SOUTHWEST WIRE ROPE, LP By Southwest Wire Rope GP LLC, its general partner SPECIALIZED MEDICAL DEVICES, LLC SSI SURGICAL SERVICES, INC. TECHNOLOGY HOLDING COMPANY TELAIR INTERNATIONAL INCORPORATED TELEFLEX MEDICAL INCORPORATED TFX EQUITIES INCORPORATED TFX INTERNATIONAL CORPORATION TFX MARINE INCORPORATED TFX NORTH AMERICA INC. THE STEPIC MEDICAL DISTRIBUTION CORPORATION | ||||
By | /s/ C. Jeffrey Jacobs | |||
Name: | C. Jeffry Jacobs | |||
Title: | (1) Vice President and Treasurer (other than for Technology Holding Company, TFX Equities Incorporated, TFX International Corporation and TFX North America Inc.) (2) President and Treasurer (in the case of TFX North America Inc.) (3) Vice President (in the case of TFX Equities Incorporated) (4) President (in the case of Technology Holding Company and TFX International Corporation) |
LENDERS JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent | ||||
By | /s/ Deborah R. Winkler | |||
Name: | Deborah R. Winkler | |||
Title: | Vice President | |||
PNC BANK NATIONAL ASSOCIATION | ||||
By | /s/ Brian T. Vesey | |||
Name: | Brian T. Vesey | |||
Title: | Vice President | |||
ROYAL BANK OF CANADA | ||||
By | /s/ Dustin Craven | |||
Name: | Dustin Craven | |||
Title: | Attorney-in-Fact | |||
By | /s/ Sandra Lokoff | |||
Name: | Sandra Lokoff | |||
Title: | Authorized Signatory | |||
SOCIETE GENERALE | ||||
By | /s/ Laurence Guguen | |||
Name: | Laurence Guguen | |||
Title: | Vice President | |||
WACHOVIA BANK, N.A. | ||||
By | /s/ James Travagline | |||
Name: | James Travagline | |||
Title: | Vice President | |||
ALLIED IRISH BANKS, P.L.C. | ||||
By | /s/ [Illegible] | |||
Name: | [Illegible] | |||
Title: | [Illegible] | |||
HARLEYSVILLE NATIONAL BANK AND TRUST CO. | ||||
By | /s/ Tara Handforth | |||
Name: | Tara Handforth | |||
Title: | Vice President |
CATHAY UNITED BANK | ||||
By | /s/ Grace Chou | |||
Name: | Grace Chou | |||
Title: | SVP & General Manager | |||
KEYSTONE NATIONAL BANK AND TRUST | ||||
By | /s/ Kevin D. Brown | |||
Name: | Kevin D. Brown | |||
Title: | Vice President | |||
NORTHERN TRUST | ||||
By | /s/ Michael Kingsley | |||
Name: | Michael Kingsley | |||
Title: | Senior Vice President | |||
BROWN BROTHERS HARRIMAN & CO. | ||||
By | /s/ John H. Wert, Jr. | |||
Name: | John H. Wert, Jr. | |||
Title: | Senior Vice President | |||
BANK OF AMERICA, N.A. | ||||
By | /s/ Annie L. Edwards | |||
Name: | Annie L. Edwards | |||
Title: | Vice President | |||
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH | ||||
By: | /s/ Kimberly Sousa | |||
Name: | Kimberly Sousa | |||
Title: | Director | |||
By: | /s/ Elaine Tung | |||
Name: | Elaine Tung | |||
Title: | Director |
CALYON NEW YORK BRANCH | ||||
By: | /s/ Pamela Donnelly | |||
Name: | Pamela Donnelly | |||
Title: | Director | |||
By: | /s/ Yuri Muzichenko | |||
Name: | Yuri Muzichenko | |||
Title: | Director | |||
COMERICA BANK | ||||
By: | /s/ Liesl Eckhardt | |||
Name: | Liesl Eckhardt | |||
Title: | Assistant Vice President | |||
DNB NOR BANK ASA | ||||
By: | /s/ Philip F. Kurpiewski | |||
Name: | Philip F. Kurpiewski | |||
Title: | Senior Vice President |
By: | /s/ Thomas Tangen | |||
Name: | Thomas Tangen | |||
Title: | Senior Vice President | |||
HSBC BANK USA, N.A. | ||||
By: | /s/ Colleen Glackin | |||
Name: | Colleen Glackin | |||
Title: | Vice President | |||
INTESA SANPAOLO S.P.A. | ||||
By: | /s/ Luca Sacchi | |||
Name: | Luca Sacchi | |||
Title: | VP | |||
By: | /s/ Francesco Di Mario | |||
Name: | Francesco Di Mario | |||
Title: | FVP |
KBC BANK, N.V. | ||||
By: | /s/ William Cavanaugh | |||
Name: | William Cavanaugh | |||
Title: | Director | |||
By: | /s/ Sandra T. Johnson | |||
Name: | Sandra T. Johnson | |||
Title: | Managing Director | |||
KEYBANK NATIONAL ASSOCIATION | ||||
By: | /s/ Brian P. Fox | |||
Name: | Brian P. Fox | |||
Title: | Vice President | |||
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH | ||||
By: | /s/ Francois Delangle | |||
Name: | Francois Delangle | |||
Title: | Vice President |
By: | /s/ Martin Steufert | |||
Name: | Martin Steufert | |||
Title: | Assistant Vice President | |||
MIZUHO CORPORATE BANK, LTD. | ||||
By: | /s/ Bertram H. Tang | |||
Name: | Bertram H. Tang | |||
Title: | Authorized Signatory | |||
NATIONAL CITY BANK | ||||
By: | /s/ Debra W. Riefner | |||
Name: | Debra W. Riefner | |||
Title: | Senior Vice President | |||
RBS CITIZENS NA | ||||
By: | /s/ Jeffrey C. Lynch | |||
Name: | Jeffrey C. Lynch | |||
Title: | SVP |
SUMITOMO MITSUI BANKING CORPORATION | ||||
By: | /s/ William M. Ginn | |||
Name: | William M. Ginn | |||
Title: | Executive Officer | |||
SUN TRUST BANK | ||||
By: | /s/ David Fournier | |||
Name: | David Fournier | |||
Title: | Vice President | |||
THE BANK OF EAST ASIA, LIMITED NEW YORK BRANCH | ||||
By: | /s/ Kenneth Pettis | |||
Name: | Kenneth Pettis | |||
Title: | Senior Vice President | |||
By: | /s/ Kitty Sin | |||
Name: | Kitty Sin | |||
Title: | Senior Vice President | |||
THE BANK OF NOVA SCOTIA | ||||
By: | /s/ Paula Czach | |||
Name: | Paula Czach | |||
Title: | Director and Executive Head | |||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||||
By: | /s/ Harumi Kambara | |||
Name: | Harumi Kambara | |||
Title: | Authorized Signatory | |||
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND | ||||
By: | /s/ Gareth Magee | |||
Name: | Gareth Magee | |||
Title: | Senior Manager | |||
By: | /s/ Stephen Mitchell | |||
Name: | Stephen Mitchell | |||
Title: | Deputy Manager | |||