AMENDMENT NO. 2
Exhibit 10.20
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
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 ▇▇▇▇▇▇ MEDICAL DISTRIBUTION CORPORATION |
||||
By | /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | C. ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Title: | Vice President | |||
PNC BANK NATIONAL ASSOCIATION |
||||
By | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Title: | Vice President | |||
ROYAL BANK OF CANADA |
||||
By | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Title: | Attorney-in-Fact | |||
By | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Title: | Authorized Signatory | |||
SOCIETE GENERALE |
||||
By | /s/ ▇▇▇▇▇▇▇▇ Guguen | |||
Name: | ▇▇▇▇▇▇▇▇ Guguen | |||
Title: | Vice President | |||
WACHOVIA BANK, N.A. |
||||
By | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
Title: | Vice President | |||
ALLIED IRISH BANKS, P.L.C. |
||||
By | /s/ [Illegible] | |||
Name: | [Illegible] | |||
Title: | [Illegible] | |||
HARLEYSVILLE NATIONAL BANK AND TRUST CO. |
||||
By | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
Title: | Vice President |
CATHAY UNITED BANK |
||||
By | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇▇▇▇ | |||
Title: | SVP & General Manager | |||
KEYSTONE NATIONAL BANK AND TRUST |
||||
By | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Title: | Vice President | |||
NORTHERN TRUST |
||||
By | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Senior Vice President | |||
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. |
||||
By | /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇. | |||
Name: | ▇▇▇▇ ▇. ▇▇▇▇, ▇▇. | |||
Title: | Senior Vice President | |||
BANK OF AMERICA, N.A. |
||||
By | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Title: | Vice President | |||
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH |
||||
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Director | |||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |||
Title: | Director |
CALYON NEW YORK BRANCH |
||||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Director | |||
By: | /s/ Yuri Muzichenko | |||
Name: | Yuri Muzichenko | |||
Title: | Director | |||
COMERICA BANK |
||||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Assistant Vice President | |||
DNB NOR BANK ASA |
||||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |||
Title: | Senior Vice President |
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Title: | Senior Vice President | |||
HSBC BANK USA, N.A. |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
Title: | Vice President | |||
INTESA SANPAOLO S.P.A. |
||||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |||
Title: | VP | |||
By: | /s/ Francesco Di Mario | |||
Name: | Francesco Di Mario | |||
Title: | FVP |
KBC BANK, N.V. |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
Title: | Director | |||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Title: | Managing Director | |||
KEYBANK NATIONAL ASSOCIATION |
||||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇ | |||
Title: | Vice President | |||
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH |
||||
By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Vice President |
By: | /s/ ▇▇▇▇▇▇ Steufert | |||
Name: | ▇▇▇▇▇▇ Steufert | |||
Title: | Assistant Vice President | |||
MIZUHO CORPORATE BANK, LTD. |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
Title: | Authorized Signatory | |||
NATIONAL CITY BANK |
||||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Title: | Senior Vice President | |||
RBS CITIZENS NA |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Title: | SVP |
SUMITOMO MITSUI BANKING CORPORATION |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
Title: | Executive Officer | |||
SUN TRUST BANK |
||||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Vice President | |||
THE BANK OF EAST ASIA, LIMITED NEW YORK BRANCH |
||||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
Title: | Senior Vice President | |||
By: | /s/ Kitty Sin | |||
Name: | Kitty Sin | |||
Title: | Senior Vice President | |||
THE BANK OF NOVA SCOTIA |
||||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Director and Executive Head | |||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. |
||||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
Title: | Authorized Signatory | |||
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND |
||||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Senior Manager | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
Title: | Deputy Manager | |||