AMENDMENT NO. 1
EX-10.24 18 w72765exv10w24.htm EXHIBIT 10.24 exv10w24
Exhibit 10.24
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of December 22, 2008 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. 1, 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. 1 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 3.10 of the Credit Agreement is hereby amended in its entirety to read as follows:
SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the Borrowers audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of preparing the Borrowers audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect.
- 2 -
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 (a) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount of any Term Loan held by such Lender (if any).
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. 1 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. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
[remainder of page intentionally left blank]
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 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 |
- 4 -
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. Jeffrey 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) |
- 5 -
LENDERS JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent | ||||
By: | /s/ Deborah R. Winkler | |||
Name: | Deborah R. Winkler | |||
Title: | Vice President | |||
BANK OF AMERICA, N.A., as a Lender | ||||
By: | /s/ Jill J. Hogan | |||
Name: | Jill J. Hogan | |||
Title: | Vice President | |||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH | ||||
By: | /s/ Harumi Kambara | |||
Name: | Harumi Kambara | |||
Title: | Authorized Signatory | |||
THE BANK OF NOVA SCOTIA | ||||
By: | /s/ Paula Czach | |||
Name: | Paula Czach | |||
Title: | Director | |||
MIZUHO CORPORATE BANK, LTD. | ||||
By: | /s/ Tour Inoue | |||
Name: | Toru Inoue | |||
Title: | Deputy General Manager | |||
CITIZENS BANK | ||||
By: | /s/ illegible | |||
Name: | [illegible] | |||
Title: | Senior Vice President | |||
THE GOVERNOR AND COMPANY OF THE |
- 6 -
BANK OF IRELAND | ||||
By: | /s/ Gareth Magee | |||
Name: | Gareth Magee | |||
Title: | Authorized Signatory | |||
By: | /s/ Stephen Mitchell | |||
Name: | Stephen Mitchell | |||
Title: | Authorized Signatory | |||
CALYON NEW YORK BRANCH | ||||
By: | /s/ Pamela Donnelly | |||
Name: | Pamela Donnelly | |||
Title: | Director | |||
By: | /s/ Yuri Muzichenko | |||
Name: | Yuri Muzichenko | |||
Title: | Director | |||
SUMITOMO MITSUI BANKING CORPORATION | ||||
By: | /s/ David A. Buck | |||
Name: | David A. Buck | |||
Title: | Senior Vice President | |||
DNB NOR BANK ASA | ||||
By: | /s/ Philip F. Kurpiewski | |||
Name: | Philip F. Kurpiewski | |||
Title: | Senior Vice President | |||
By: | /s/ Kristin Riise | |||
Name: | Kristin Riise | |||
Title: | Vice President | |||
SUN TRUST BANK | ||||
By: | /s/ Mark A. Flatin | |||
Name: | Mark A. Flatin | |||
Title: | Managing Director | |||
HSBC BANK USA, NATIONAL ASSOCIATION | ||||
- 7 -
By: | /s/ Colleen Glackin | |||
Name: | Colleen Glackin | |||
Title: | Vice President | |||
BMO CAPITAL MARKETS FINANCING, INC. | ||||
By: | /s/ Pam Schwartz | |||
Name: | Pam Schwartz | |||
Title: | Director | |||
BAYERISCHE LANDESBANK, NEW YORK BRANCH | ||||
By: | /s/ Stuart Schulman | |||
Name: | Stuart Schulman | |||
Title: | Senior Vice President | |||
By: | /s/ Elke Videgain | |||
Name: | Elke Videgain | |||
Title: | Second Vice President | |||
COMERICA BANK | ||||
By: | /s/ Liesl Eckhardt | |||
Name: | Liesl Eckhardt | |||
Title: | Assistant Vice President | |||
INTESA SANPAOLO S.P.A. | ||||
By: | /s/ Luca Sacchi | |||
Name: | Luca Sacchi | |||
Title: | Vice President | |||
By: | /s/ Francesco Di Mario | |||
Name: | Francesco Di Mario | |||
Title: | FVP, Credit Manager |
- 8 -
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH | ||||
By: | /s/ Elaine Tung | |||
Name: | Elaine Tung | |||
Title: | Director | |||
By: | /s/ Ken Hamilton | |||
Name: | Ken Hamilton | |||
Title: | Director | |||
KBC BANK, N.V. | ||||
By: | /s/ Robert Snauffer | |||
Name: | Robert Snauffer | |||
Title: | Managing Director | |||
By: | /s/ Thomas G. Jackson | |||
Name: | Thomas G. Jackson | |||
Title: | First Vice President | |||
KEYBANK NATIONAL ASSOCIATION | ||||
By: | /s/ Brian P. Fox | |||
Name: | Brian P. Fox | |||
Title: | Assistant Vice President | |||
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH | ||||
By: | /s/ Francois Delangle | |||
Name: | Francois Delangle | |||
Title: | Vice President | |||
By: | /s/ Ralf Enders | |||
Name: | Ralf Enders | |||
Title: | Assistant Vice President | |||
MALAYAN BANKING BERHAD, NEW YORK BRANCH | ||||
By: | /s/ Fauzi Zulkifli | |||
Name: | Fauzi Zulkifli | |||
Title: | General Manager |
- 9 -
NATIONAL CITY BANK | ||||
By: | /s/ Debra W. Riefner | |||
Name: | Debra W. Riefner | |||
Title: | Senior Vice President | |||
PNC BANK, N.A. | ||||
By: | /s/ Brian Vesey | |||
Name: | Brian Vesey | |||
Title: | Vice President | |||
ROYAL BANK OF CANADA | ||||
By: | /s/ Dustin Craven | |||
Name: | Dustin Craven | |||
Title: | Attorney-in-Fact | |||
SOCIETE GENERALE | ||||
By: | /s/ Anne-Marie Dumortier | |||
Name: | Anne-Marie Dumortier | |||
Title: | Director | |||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Kathleen H. Reedy | |||
Name: | Kathleen H. Reedy | |||
Title: | Managing Director | |||
ALLIED IRISH BANKS, P.L.C. | ||||
By: | /s/ Grace Gilligan | |||
Name: | Grace Gilligan | |||
Title: | Senior Relationship Partner | |||
By: | /s/ David Kearns | |||
Name: | David Kearns | |||
Title: | Relationship Manager |
- 10 -
TD BANK, N.A. AS SUCCESSOR TO COMMERCE BANK, N.A. | ||||
By: | /s/ Thomas L. Savage | |||
Name: | Thomas L. Savage | |||
Title: | Vice President | |||
HARLEYSVILLE NATIONAL BANK | ||||
By: | /s/ illegible | |||
Name: | [illegible] | |||
Title: | Vice President | |||
THE NORTHERN TRUST COMPANY | ||||
By: | /s/ Michael Kingsley | |||
Name: | Michael Kingsley | |||
Title: | Division Manager | |||
BROWN BROTHERS HARRIMAN & CO. | ||||
By: | /s/ John H. Wert, Jr. | |||
Name: | John H. Wert, Jr. | |||
Title: | Senior Vice President | |||
CHANG HWA COMMERCIAL BANK, LTD. NEW YORK BRANCH | ||||
By: | /s/ Jim C.Y. Chen | |||
Name: | Jim C.Y. Chen | |||
Title: | Vice President & General Manager | |||
MEGA INTERNATIONAL COMMERCIAL BANK, NEW YORK BRANCH | ||||
By: | /s/ Tsang Hsu | |||
Name: | Tsang Hsu | |||
Title: | VP & Deputy General Manager | |||
TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY | ||||
By: | /s/ Michael Tan | |||
Name: | Michael Tan | |||
Title: | VP & General Manager |
- 11 -
HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH | ||||
By: | /s/ Oliver C.H. Hsu | |||
Name: | Oliver C.H. Hsu | |||
Title: | VP & General Manager | |||
HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY | ||||
By: | /s/ Henry Hsieh | |||
Name: | Henry Hsieh | |||
Title: | Assistant Vice President | |||
STATE BANK OF INDIA | ||||
By: | /s/ Prabodh Parikh | |||
Name: | Prabodh Parikh | |||
Title: | Vice President & Head (Credit) | |||
KEYSTONE NAZARETH BANK AND TRUST, A DIVISION OF NATIONAL PENN BANK | ||||
By: | /s/ Kevin D. Brown | |||
Name: | Kevin D. Brown | |||
Title: | Vice President | |||