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.



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     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