exv10w21






Exhibit 10.21




TELEFLEX INCORPORATED




155 South Limerick Road

Limerick, Pennsylvania 19468



As of November 20, 2009




	 	 	 
	Re:

	 	Amendment No. 1 (this “Amendment”) to the Note Purchase

Agreement dated as of October 1, 2007






TO THE NOTEHOLDERS

REFERENCED BELOW




Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement dated as of October 1, 2007 (as in effect on
the date hereof, the “Existing Note Agreement”, and as amended hereby, the “Note
Agreement”) among Teleflex Incorporated, a Delaware corporation (the “Company”), and
each of the institutions named on the signature pages thereof (the “Purchasers”), pursuant
to which the Purchasers purchased (i) U.S.$130,000,000 in aggregate principal amount of the
Company’s 7.62% Series A Senior Notes due October 1, 2012, (ii) U.S.$40,000,000 in aggregate
principal amount of the Company’s 7.94% Series B Senior Notes due October 1, 2014, and (iii)
U.S.$30,000,000 in aggregate principal amount of the Company’s Floating Rate Series C Senior Notes
due October 1, 2012, (collectively, the “Existing Notes”). Each current holder of an
Existing Note is herein referred to as a “Noteholder”, and such holders collectively are
referred to as the “Noteholders”.



     The Company has requested that the Noteholders agree to amend certain provisions of the
Existing Note Agreement as more fully described herein, and the Noteholders are willing to do so,
on the terms and conditions set forth herein, and accordingly, the Company and the Noteholders
hereby agree as follows:



     Section 1. Definitions. All capitalized terms used herein but not defined herein
shall have the respective meanings ascribed thereto in Schedule B to the Existing Note Agreement.



     Section 2. Amendments. Effective as provided in Section 4 hereof, the Existing Note
Agreement shall be amended as follows:




     (a) The definition of “Consolidated Leverage Ratio” set forth in Schedule B to the
Existing Note Agreement shall be amended and restated in its entirety to read 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 permitted pursuant to Section 10.1(g) and
10.2(e)) to (b) Consolidated EBITDA for the period of four consecutive fiscal
quarters ending on or most recently ended prior to such date.




     (b) The definition of “Consolidated Total Assets” set forth in Schedule B to the
Existing Note Agreement shall be amended and restated in its entirety to read as follows:




     “Consolidated Total Assets” means, at any time, the aggregate amount of all
assets of the Company and its Subsidiaries at such time, as determined on a
consolidated basis in accordance with GAAP, excluding the book value at such time of
an amount of undivided percentage interests in accounts receivable sold by special
purpose Subsidiaries under Receivables Securitization Programs permitted pursuant to
Section 10.1(g) and 10.2(e) that is equal to the amount of Indebtedness of such
Subsidiaries in respect of such programs at such time.



     Section 3. Representations and Warranties. The Company represents and warrants to
each Noteholder on the date hereof that (a) the representations and warranties of the Company set
forth in the Note Agreement and of the Company and each of the Subsidiary Guarantors in each of the
other Financing 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), (b) this Amendment has been duly
authorized, executed and delivered by the Company and this Amendment, the Note Agreement and the
Notes each constitute the legal, valid and binding obligation, contract and agreement of the
Company enforceable against the Company in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors’ rights generally, (c) the execution, delivery and
performance by the Company of this Amendment (i) does not require the consent or approval of any
governmental or regulatory body or agency, and (ii) will not (A) violate (1) any provision of law,
statute, rule or regulation or the certificate of incorporation, bylaws or other constitutive
document of the Company, (2) any order of any court or any rule, regulation or order of any other
agency or government binding upon the Company, or (3) any provision of any material indenture,
agreement or other instrument to which the Company is a party or by which its properties or assets
are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a
breach or constitute (alone or with due notice or lapse of time or both) a default under any
indenture, agreement or other instrument referred to in clause (ii)(A)(3) of this Section 3(c), (d)
immediately prior to, and immediately after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing under the Note Agreement and (e) neither the Company nor any
of its Affiliates has paid or agreed to pay any fees or other consideration to any creditor in
connection with the obtaining of the amendments described in Section 4(c) below.



     Section 4. Conditions to Effectiveness. The amendments set forth in Section 2 hereof
shall become effective, as of the date hereof, upon the satisfaction of the following



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conditions precedent:





     (a) the execution and delivery hereof by the Company and the Required Holders;




     (b) the payment by the Company of all reasonable fees and expenses of the Noteholders
relating to this Amendment, including, but not limited to, the reasonable fees and
disbursements of Bingham McCutchen LLP, special counsel to the Noteholders;




     (c) the delivery to the Noteholders of executed amendments to the Note Purchase
Agreement dated as of July 8, 2004 to which the Company is a party and the Bank Credit
Agreement, in each case corresponding to the amendments provided for herein, in form and
substance satisfactory to the Required Holders; and




     (d) the representations and warranties set forth in Section 3 above shall be true and
correct.




     Section 5. Miscellaneous.




     5.1 Ratification; Agreement Unchanged. The Existing Note Agreement and the
Existing Notes are in all respects ratified and confirmed, and the terms, covenants and
agreements thereof shall remain unchanged and in full force and effect except as amended
hereby.




     5.2 References to Note Agreement and Notes. From and after the effective date
of this Amendment, all references to “this Agreement” in the Existing Note Agreement and in
the Existing Notes shall be deemed to be references to the Note Agreement.




     5.3 Execution in Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original but all of which together shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile transmission or electronic mail shall be effective as delivery of a
manually executed counterpart of this Amendment.




     5.4 Governing Law. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of the State of
New York excluding choice-of-law principles of the law of such State that would permit or
require the application of the laws of a jurisdiction other than such State.



[Remainder of page intentionally left blank.]




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     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 written above.



	 	 	 	 	 
	 	TELEFLEX INCORPORATED

 	 
	 	By:  	/s/ C. Jeffrey Jacobs
 	 
	 	 	Name:  	C. Jeffrey Jacobs 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 	 
	 	By:  	/s/ Yvonne M. Guajardo
 	 
	 	 	Name:  	Yvonne M. Guajardo 	 
	 	 	Title:  	Vice President 	 
	 
	 	PRUCO LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Yvonne M. Guajardo
 	 
	 	 	Name:  	Yvonne M. Guajardo 	 
	 	 	Title:  	Vice President 	 
	 
	 	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

 	 
	 	By:  	/s/ Yvonne M. Guajardo
 	 
	 	 	Name:  	Yvonne M. Guajardo 	 
	 	 	Title:  	Vice President 	 
	 
	 	TEACHERS INSURANCE AND ANNUITY 

ASSOCIATION OF AMERICA

 	 
	 	By:  	/s/ Brian K. Roelke
 	 
	 	 	Name:  	Brian K. Roelke 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PRINCIPAL LIFE INSURANCE COMPANY



By: Principal Global Investors, LLC

a Delaware limited liability company,

its authorized signatory

 	 
	 	By:  	/s/ Alan P. Kress
 	 
	 	 	Name:  	Alan P. Kress 	 
	 	 	Title:  	Counsel 	 
	 	 	 
	 	By:  	                                      /s/ Colin Pennycooke
 	 
	 	 	Name:  	Colin Pennycooke 	 
	 	 	Title:  	Counsel 	 
	 
	 	GENWORTH LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Stephen DeMotto
 	 
	 	 	Name:  	Stephen DeMotto 	 
	 	 	Title:  	Investment Officer 	 
	 
	 	NATIONWIDE LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Thomas A. Gleason
 	 
	 	 	Name:  	Thomas A. Gleason 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY




By: Delaware Investment Advisers, a series of Delaware

Management Business Trust,

Attorney in Fact

 	 
	 	By:  	/s/ Edward J. Brennan
 	 
	 	 	Name:  	Edward J. Brennan 	 
	 	 	Title:  	Vice President 	 
	 
	 	UNUM LIFE INSURANCE COMPANY OF AMERICA



By: Provident Investment Management, LLC

Its: Agent

 	 
	 	By:  	/s/ Ben Vance
 	 
	 	 	Name:  	Ben Vance 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANKERS LIFE AND CASUALTY COMPANY 

CONSECO LIFE INSURANCE COMPANY 

CONSECO HEALTH INSURANCE COMPANY 

COLONIAL PENN LIFE INSURANCE COMPANY

WASHINGTON NATIONAL INSURANCE COMPANY

 	 
	 	By:  	/s/ Timothy L. Powell
 	 
	 	 	Name:  	Timothy L. Powell 	 
	 	 	Title:  	Vice President 	 
	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 
	 	 	 
	 	By:  	                                      /s/ Emeka Onukwugha
 	 
	 	 	Name:  	Emeka Onukwugha 	 
	 	 	Title:  	Managing Director 	 
	 
	 	C.M. LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 
	 	 	 	 
	 	 	 
	 	By:  	
/s/ Emeka Onukwugha
 	 
	 	 	Name:  	Emeka Onukwugha 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BAYSTATE HEALTH SYSTEMS INC.

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 
	 	 	 	 
	 	By:  	                                      /s/ Emeka Onukwugha
 	 
	 	 	Name:  	Emeka Onukwugha 	 
	 	 	Title:  	Managing Director 	 
	 
	 	JACKSON NATIONAL LIFE INSURANCE COMPANY

 	 
	 	By:  	PPM America, Inc., as attorney-in-fact,
 	 
	 	 	on behalf of Jackson National Life Insurance Company 	 
	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Curtis A. Spillers, CFA
 	 
	 	 	Name:  	Curtis A. Spillers, CFA 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Rachel Stauffer
 	 
	 	 	Name:  	Rachel Stauffer 	 
	 	 	Title:  	Vice President Investments 	 
	 
	 	EQUITRUST LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Herman L. Riva
 	 
	 	 	Name:  	Herman L. Riva 	 
	 	 	Title:  	Securities Vice President 	 
	 
	 	PRIMERICA LIFE INSURANCE COMPANY



By: Conning, Inc., as Investment Manager

 	 
	 	By:  	/s/ Samuel Otchere
 	 
	 	 	Name:  	Samuel Otchere 	 
	 	 	Title:  	Vice President 	 
	 
	 	AMERICAN HEALTH AND LIFE INSURANCE COMPANY



By: Conning, Inc., as Investment Manager

 	 
	 	By:  	/s/ Samuel Otchere
 	 
	 	 	Name:  	Samuel Otchere 	 
	 	 	Title:  	Vice President 	 
	 
	 	MODERN WOODMEN OF AMERICA

 	 
	 	By:  	/s/ Douglas A. Parnier
 	 
	 	 	Name:  	Douglas A. Parnier 	 
	 	 	Title:  	Portfolio Manager — Private Placements 	 
	 
	 	COUNTRY LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ John Jacobs
 	 
	 	 	Name:  	John Jacobs 	 
	 	 	Title:  	Director — Fixed Income 	 
	 
	 	ASSURITY LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Victor Weber
 	 
	 	 	Name:  	Victor Weber 	 
	 	 	Title:  	Senior Director — Investments