a5906549ex10_9.htm


    Exhibit
10.9

     

    
      


      AMENDMENT
NO. 2 TO CREDIT AGREEMENT

      


      


      This AMENDMENT NO. 2 to CREDIT
AGREEMENT, dated as of November 4, 2008, (this “Amendment”)
among GREATBATCH LTD., a New York corporation (the “Borrower”);
the LENDERS referred to in the Credit Agreement referred to below (collectively,
the “Lenders”);
and MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”),
individually, as the Issuing Bank, a Lender, the Swing Lender and the
Administrative Agent.  M&T, when acting in its capacity as
administrative agent for the Lenders and the Issuing Bank, or any successor or
assign that assumes that position pursuant to the terms of the Credit Agreement,
is hereinafter referred to as the “Administrative
Agent”).

      


      


      Background

      


      A.           The
Borrower, the Lenders and the Administrative Agent have entered into that
certain Credit Agreement, dated as of May 22, 2007, as amended by Amendment No.
1 dated December 20, 2007 (the “Existing
Credit Agreement” and the same, as it may be amended, restated, modified
and/or supplemented from time to time, the “Credit
Agreement”), which provides for certain extensions of credit to the
Borrower, subject to certain conditions.

       

      B.           The
Borrower has advised the Lenders that it would like to amend the Existing Credit
Agreement in order to permit the Borrower to make certain payments to Parent (as
defined in the Existing Credit Agreement) so that Parent may repurchase prior to
maturity its outstanding 2003 Debentures (as defined in the Existing Credit
Agreement).

       

      C.           The
Administrative Agent and the Lenders are willing to enter into this Amendment to
permit payments from Borrower to Parent for the purpose of permitting Parent to
repurchase prior to maturity its outstanding 2003 Debentures, pursuant to the
terms, and subject to the conditions, specified below.

       

      NOW
THEREFORE, in consideration of the promises and conditions set forth in this
Amendment, and intending to be legally bound, the parties hereto hereby agree as
follows:

       

      SECTION
1.                                Defined
Terms.  Terms used in this Amendment which are capitalized but
not defined shall have the meanings given to such terms in the Existing Credit
Agreement.  This Amendment amends the Credit Agreement, as in effect
on the date hereof.

       

      SECTION
2.                                Amendments.  The
Existing Credit Agreement is hereby amended as follows:

       

      2.1             Revised
Definition of Base Rate.  The definition of “Base Rate” in Section
1.1 (Defined Terms) of the Existing Credit Agreement is amended and restated in
its entirety to read as follows:

       

      Base
Rate:  the higher of (a) the variable per annum rate of
interest so designated from time to time by the Administrative Agent as its
prime rate (which rate is a reference rate and does not necessarily represent
the lowest or best rate being charged to any customer), (b) the Federal Funds
Rate plus one-half of one percent (1⁄2%) and (c) a rate of interest equal to one
month LIBOR as in effect on the first Eurodollar Business Day of the then
current month.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.2             Permitted
Debenture Repurchase. Section 8.4 (Restricted Payments) of the Existing
Credit Agreement is amended by adding the following Subsection 8.4.5 (Permitted
Debenture Repurchase) immediately following Subsection 8.4.4 (Debenture Interest
Payments):

       

       “8.4.5  Permitted
Debenture Repurchase.  The Borrower may make one or more
Restricted Payments to Parent in an aggregate amount for all such Restricted
Payments not to exceed, at any date of determination, $46,800,000, the proceeds
of which may be used by Parent solely to repurchase its 2003 Debentures prior to
maturity so long as (i) no Default or Event of Default exists (A) at the time of
the Restricted Payment or would exist immediately after giving effect to the
Restricted Payment or (B) at the time of any repurchase of 2003 Debentures made
with the proceeds of such Restricted Payment, (ii) the Borrower is in pro forma
compliance with the financial covenants set forth in Article 7 (Financial
Covenants) of this Agreement after giving effect to (A) such Restricted Payment
and (B) any repurchase of 2003 Debentures made with the proceeds of such
Restricted Payment, (iii) the Borrower provides notice to the Administrative
Agent that the Restricted Payment is being made, (iv) the proceeds of the
Restricted Payment are promptly used by Parent to repurchase such 2003
Debentures and (v) the purchase price paid for each 2003 Debenture so
repurchased is not more than 90% of the face amount (plus accrued and unpaid
interest) of such 2003 Debenture.

       

      SECTION
3.                                REPRESENTATIONS
AND WARRANTIES.  In order to induce the Lenders and the
Administrative Agent to agree to the amendments set forth in this Amendment, the
Borrower makes the following representations and warranties, which shall survive
the execution and delivery of this Amendment:

       

      (a)           As
of the date hereof, no Default or Event of Default has occurred and is
continuing or would exist immediately after giving effect to the amendments
contained herein.

       

      (b)           Each
of the representations and warranties of the Loan Parties set forth in the
Existing Credit Agreement and other Loan Documents is true and correct in all
material respects both before and after giving effect to the amendments
contemplated hereby as though each such representation and warranty were made at
and as of the date hereof.

       

      (c)           No
consent or approval of any third party, or any governmental agency or authority,
is necessary in connection with the execution, delivery and/or performance of
this Amendment or any other instrument, agreement or other document executed
and/or delivered in connection herewith and/or the enforceability hereof or
thereof.

       

      (d)           Upon
satisfaction of the conditions set forth in Section 4 (Conditions Precedent)
below, the Existing Credit Agreement, as amended by this Amendment, and each
other Loan Document executed and/or delivered in connection herewith to which
the Borrower is a party will constitute the legal, valid and binding obligation
of the Borrower, enforceable against it in accordance with the terms
thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
4.                                  CONDITIONS
PRECEDENT.

       

      4.1                       The
amendments to the Existing Credit Agreement set forth in Section 2 above
shall become effective, as of the date first above written, upon satisfaction of
the following:

       

      (a)           the
execution and delivery of this Amendment by the Borrower, the Administrative
Agent and the Majority Lenders; and

       

      (b)           receipt
by the Administrative Agent of such other documents and information as the
Administrative Agent shall reasonably request on or prior to the date that the
condition in clause (a) above is satisfied.

       

      SECTION
5.                                MISCELLANEOUS.

       

      5.1                       Counterparts.  This
Amendment may be executed in counterparts and by different parties hereto in
separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original and all of which, when taken together, shall constitute
one and the same instrument. A photocopied, facsimile, PDF or similar electronic
signature shall be deemed to be the functional equivalent of a manually executed
original for all purposes.

       

      5.2                       Ratification.  Except
as specifically modified hereby, all of the terms, covenants and conditions of
the Existing Credit Agreement and each of the other Loan Documents are ratified,
reaffirmed and confirmed and shall continue in full force and effect as therein
written.

       

      5.3                       Payment of
Expenses.  Without limiting other payment obligations of the
Borrower set forth in the Loan Documents, the Borrower agrees to pay all
reasonable, out-of-pocket costs and expenses incurred by the Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment and any other documents or instruments which may be delivered in
connection herewith, including, without limitation, the reasonable fees and
expenses of its counsel, Drinker Biddle & Reath LLP, whether or not this
Amendment shall become effective.

       

      5.4                       Authorization to
Administrative Agent.  Each Lender hereby authorizes the
Administrative Agent to take such action as shall be consistent with the
purposes hereof and as it shall deem necessary or appropriate to carry out the
purposes of this Amendment.

       

      5.5                       Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the Law of the State of New York (excluding the Laws applicable
to conflicts or choice of law).

       

      5.6                       Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of Borrower, the Administrative Agent, the Lenders and their respective
successors and assigns; provided, however, that Borrower may not assign this
Amendment, the Existing Credit Agreement or any of the other Loan Documents or
any of its rights hereunder or thereunder, and any such prohibited assignment
shall be null and void.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.7                       Severability.  If any provision
of this Amendment or the application thereof to any Person or circumstance shall
be invalid or unenforceable to any extent, the remainder of this Amendment and
the application of such provision to any other Person or circumstance shall not
be affected thereby and shall be enforced to the greatest extent permitted by
law.

       

      5.8                       References.  From
and after the effective date of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import,
and all references to the Credit Agreement in any and all Loan Documents, other
agreements, instruments, documents, certificates and writings of every kind and
nature, shall be deemed to mean the Existing Credit Agreement as modified and
amended by this Amendment and as the same may be further amended, modified or
supplemented in accordance with the terms thereof.

       

      IN WITNESS WHEREOF, the undersigned
have caused this Amendment No. 2 to Credit Agreement to be duly executed by
their respective, duly authorized officers as of the date first above
written.

       

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              BORROWER:

                                                            	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                              GREATBATCH
      LTD.

                                                            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                              By:

                                                            	
                                                               

                                                            	 
	 
      	
                                                              Name:

                                                            	
                                                              Thomas
      J. Mazza

                                                            
	 
      	
                                                              Title:

                                                            	
                                                              Senior
      Vice President and Chief Financial Officer

                                                            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                                              ADMINISTRATIVE
      AGENT:

                                                            	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                              MANUFACTURERS AND TRADERS TRUST
      COMPANY,

                                                              in
      its capacity as the Administrative Agent, the Issuing Bank,
      the

                                                              Swing
      Lender and a Lender

                                                            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                              By:

                                                            	 
      	 
	 
      	
                                                              Name:

                                                            	
                                                              Michael
      J. Prendergast

                                                            
	 
      	
                                                              Title:

                                                            	
                                                              Vice
      President

                                                            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                                              LENDER:

                                                            	 
      	 
      	 
	 
      	 
      	
                                                               

                                                            	 
	 
      	
                                                              ­­­­­­­­­

                                                            	
                                                              Name
      of Bank

                                                            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                               

                                                            	By:
      	 
	 
      	
                                                               

                                                            	

                                                              Name: 
      

                                                            	 
	 
      	
                                                               

                                                            	

                                                              Title: