a5906549ex10_8.htm


    Exhibit
10.8

     

    
      


      AMENDMENT
NO. 1 TO CREDIT AGREEMENT

      


      


      This AMENDMENT NO. 1 to CREDIT
AGREEMENT, dated as of December 20, 2007, (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 (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 (i) to acquire all of the
outstanding equity of P Medical Holding SA, a societe anonyme organized and
existing under the laws of Switzerland (“Precimed”)
and all of Precimed’s U.S. and foreign subsidiaries for approximately
123,000,000 Swiss Francs (approximately equal to $105,000,000 as of the date of
this Amendment) and (ii) purchase a line of business of DePuy France, a societe par actions simplifiee formed
pursuant to the laws of France.

       

      C.           The
Borrower previously advised the Lenders that WGL Intermediate Holdings, Inc.,
the direct parent of Borrower (“Holdings”), wishes to merge with and into
Greatbatch, Inc., its direct parent (“Parent”) and requested consent to do the
same.  In connection therewith, the Lenders were asked to enter into a
letter agreement, dated as of December 14, 2007, with the Borrower pursuant to
which the Administrative Agent and the Lenders were to consent to the merger of
Holdings with and into Parent and certain amendments to the Credit Agreement in
connection with such merger (the “Consent
Letter”).

       

      D.           The
Administrative Agent and the Lenders are willing to enter into this Amendment to
(i) restate the amendments set forth in the Consent Letter in their entirety and
(ii) make certain other amendments to the Credit Agreement requested by the
Borrower, 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 defined 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                       New
Definitions.  The following new definitions are inserted in the
appropriate alphabetical order in Section 1.1 (Defined Terms):

       

      Amendment
No. 1:  Amendment No. 1 to this Agreement.

       

      Permitted
DePuy Acquisition:  an acquisition of a line of business of
DePuy France, a societe par actions simplifiee formed pursuant to the laws of
France by Precimed France SAS, a societe par actions simplifiee formed pursuant
to the laws of France, at the time of or subsequent to the consummation of the
Permitted Precimed Acquisition, subject to the following:  (i) the
acquisition is consummated no later than March 31, 2008; (ii) the total
consideration is no greater than $30,000,000, which consideration shall be
financed through the repayment of the Specified Precimed Intercompany Debt;
(iii) before and after giving effect to the acquisition, the Borrower is in pro
forma compliance with the financial covenants set forth in Article 7 (Financial
Covenants) of this Agreement; (iv) all Indebtedness of the target and its
Subsidiaries will be repaid upon the consummation of the closing of the
acquisition except Indebtedness permitted by Subsection 8.1.1 (Indebtedness);
(v) no Default or Event of Default shall have then occurred and be continuing or
shall be caused thereby; and (vii) the Borrower shall have delivered to the
Administrative Agent such acquisition documents and such other information and
documentation as the Administrative Agent shall reasonably request.

       

      Permitted
Precimed Acquisition:  an acquisition of all of the equity of
Precimed, subject to the following:  (i) the acquisition shall be
effected on substantially the terms set forth in the Share Purchase Agreement,
dated November 21, 2007, among Precimed, the shareholders of Precimed whose
names and addresses are set forth on the signature page to the Share Purchase
Agreement, the Borrower and Parent; (ii) the acquisition is consummated no later
than February 28, 2008; (iii) the total consideration is no greater than
$123,000,000 Swiss Francs (approximately equal to $105,000,000 as of the date of
Amendment No. 1), exclusive of any post closing contingent payments based on
2008 EBITDA (as defined in the Share Purchase Agreement) of Precimed and its
Subsidiaries and any consideration for the Permitted DePuy Acquisition; (iv)
before and after giving effect to the acquisition, the Borrower is in pro forma
compliance with the financial covenants set forth in Article 7 (Financial
Covenants) of this Agreement; (v) all Indebtedness of the target and its
Subsidiaries will be repaid upon the consummation of the closing of the
acquisition except Indebtedness permitted by Subsection 8.1.1 (Indebtedness);
(vi) the acquired companies’ equity will, at the time of the acquisition, be
free and clear of all Liens other than the Liens on 66% of the equity of
Precimed and 100% of the equity of Precimed, Inc., a Pennsylvania corporation,
and Precimed CMP, Inc., an Indiana corporation, in favor of the Administrative
Agent, (vii) the acquired companies’ assets shall be free and clear of all Liens
except (A) Liens on the assets of Precimed, Inc. and Precimed CMP, (B) Capital
Leases permitted by Subsection 8.2.1(e) (Liens; and Licenses) and (C) mortgages
permitted by Subsection 8.2.1(g) (Liens; and Licenses); (viii) no Default or
Event of Default shall have then occurred and be continuing or shall be caused
thereby and, among other things, the Borrower shall comply with Section 8.28
(Certain Obligations Respecting Subsidiaries) of this Agreement; and (ix) the
Borrower shall have delivered to the Administrative Agent such lien searches,
acquisition documents, organizational documents, certificates (if any)
representing the pledged collateral, joinder documents, opinions (including an
opinion of Swiss counsel), evidence that all material conditions specified in
the Share Purchase Agreement are satisfied and necessary consents obtained and
such other information and documentation as the Administrative Agent shall
reasonably request; provided, however, for purposes of this
Agreement, (A) Indebtedness of Precimed and its Subsidiaries that is paid off
within five (5) Business Days after the consummation of the Permitted Precimed
Acquisition shall be deemed to have been repaid at the consummation of the
closing of such acquisition and (B) the opinion of Swiss counsel required to be
delivered to the Administrative Agent shall be deemed to have been delivered if
such opinion is delivered to the Administrative Agent within thirty (30)
Business Days following the closing of such acquisition (or such longer period
of time as the Administrative Agent may agree in its sole
discretion).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Precimed:  P
Medical Holding SA, a societe anonyme organized and existing under the laws of
Switzerland.

       

      Share
Purchase Agreement:  the Share Purchase Agreement, dated
November 21, 2007, among Precimed, the shareholders of Precimed whose names and
addresses are set forth on the signature page thereto, the Borrower and
Parent.

       

      Specified
Precimed Intercompany Debt:  debt owing to Precimed SA, a
societe anonyme organized and existing under the laws of Switzerland, from
Precimed, Inc. in an aggregate principal amount not exceeding
$30,000,000.

       

      2.2                       Deleted
definition of Holdings. The following definition in Section 1.1 (Defined
Terms) of the Existing Credit Agreement is deleted in its entirety and is of no
further force and effect:  “Holdings”, and all references in the
Existing Credit Agreement to Holdings shall be removed.

       

      2.3                       Revised
Definition of Change of Control.  The definition of “Change of
Control” in Section 1.1 (Defined Terms) of the Existing Credit Agreement is
amended by removing clause (c) in its entirety and replacing clause (b) with the
following:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “(b)  Parent
ceases to be the legal and beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, as amended) of 100% of the Capital
Stock of the Borrower, free and clear of all Liens, except for Liens in favor of
the Administrative Agent; or”

       

      and the
lettering of clauses (a) through (e) shall be re-lettered
accordingly.

       

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

       

      “Permitted
Acquisitions:  Acquisitions, for which the aggregate amount of
consideration for all such acquisitions through the Maturity Date does not
exceed $20,000,000, for which the aggregate amount of consideration for all such
acquisitions in any fiscal year does not exceed $10,000,000 and for which the
aggregate amount of consideration for any one such acquisition does not exceed
$5,000,000 so long as (i) before and after giving effect to any such
acquisition, the Borrower is in pro forma compliance with the financial
covenants set forth in Article 7 (Financial Covenants) of this Agreement; (ii)
the target is engaged primarily in businesses, which are the same as, or
reasonably related to, those of the Borrower and its Subsidiaries; (iii) no
Default or Event of Default shall have then occurred and be continuing or shall
be caused thereby; (iv) after giving effect to the acquisition, the Borrower
will have liquidity (defined as cash, Cash Equivalents and any Available
Commitment) at least equal to $25,000,000; (e) if the acquisition involves the
acquisition of another Person, such Person shall be a wholly-owned Subsidiary of
the Borrower after giving effect to the acquisition and its equity and assets
shall be pledged to the Administrative Agent for the benefit of the Secured
Parties and if the acquisition involves the acquisition of assets, such assets
shall be pledged to the Administrative Agent for the benefit of the Secured
Parties and (f) if the acquisition is for an amount greater than $1,000,000, the
Administrative Agent shall have received prior written notice, together with a
copy of the acquisition agreement and such other information, documentation and
opinions as the Administrative Agent may reasonably request.”

       

      2.5                       Revised
Definition of Permitted Perfection Limitations.  The definition
of “Permitted Perfection Limitations” in Section 1.1 (Defined Terms) of the
Existing Credit Agreement is amended by adding the following at the end of
clause (b) before the word “or”:

       

      “except
for Liens on 66% of the equity of Precimed”

       

      2.6                       Certain Asset
Dispositions.
Subsection 2.1.4(d) (Certain Asset Dispositions) of the Existing Credit
Agreement is amended by adding the following at the end of the third sentence of
such Subsection 2.1.4(d) (Certain Asset Dispositions):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “provided, however,
that if the assets disposed of are held by the Borrower or a Subsidiary
Guarantor, then the like assets shall also be held by the Borrower or a
Subsidiary Guarantor.”

       

      2.7                       Capitalization.  The
first sentence of Section 5.1.2 (Capitalization) of the Existing Credit
Agreement is amended and restated in its entirety to read as
follows:

       

      “All of
the issued and outstanding shares of Capital Stock of the Borrower are owned by
Parent.”

       

      2.8                        Lines of
Business.  Section 5.5 (Lines of Business) of the Existing
Credit Agreement is amended and restated in its entirety to read as
follows”

       

      “5.5           Lines of
Business.  The Borrower and its Subsidiaries are engaged only
in Permitted Businesses. Parent is not engaged in any business activities other
than (i) owning 100% of the outstanding Capital Stock of Borrower and owning
1.0% of the outstanding Capital Stock of Greatbatch Mexico and (ii) engaging in
activities directly related to the foregoing.

       

      2.9                       Litigation;
Compliance with Laws; OFAC Requirements.  Section 5.7
(Litigation; Compliance with Laws; OFAC Requirements) of the Existing Credit
Agreement is amended by adding the following sentence at the end of clause (b)
of such Section 5.7 (Litigation; Compliance with Laws; OFAC
Requirements):

       

      “Without
limiting the generality of the foregoing, none of Parent, the Borrower or any
Subsidiary thereof, has, directly or indirectly, made any payments to foreign
government officials in violation of the Foreign Corrupt Practices Act of 1977
as amended (15 U.S.C. §§ 78dd-1, et seq.) (“FCPA”).  The Borrower is
reviewing and revising its compliance program and shall deliver to the
Administrative Agent as soon as practicable but in any event prior to December
31, 2008, a copy of its revised written compliance program, which, among other
things, shall provide for corporate governance guidelines to ensure compliance
with the FCPA and other laws relating to foreign investment.”

       

      2.10             Adequacy of
Capital; Solvency.  The last two sentences of Section 5.21
(Adequacy of Capital; Solvency) of the Existing Credit Agreement are deleted in
their entirety, and the following is substituted therefor:

       

      “Parent
has no assets or liabilities other than 100% of the outstanding Capital Stock of
the Borrower and 1.0% of the outstanding Capital Stock of Greatbatch Mexico, and
assets and liabilities directly related thereto.  Parent has no
liabilities except for (a) usual and customary obligations related to its
existence, (b) usual and customary obligations related to compliance with
requirements for public companies and the ownership of the Capital Stock of the
Borrower and Greatbatch Mexico and (c) the 2003 Debentures, the 2007 Debentures
and any Permitted Debenture Refinancing.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.11             Delivery of
Quarterly Financial Statements.  Subsection 6.1.1 (Delivery of
Quarterly Financial Statements) of the Existing Credit Agreement is amended by
adding the following at the end of such Subsection 6.1.1 (Delivery of Quarterly
Financial Statements):

       

      “Beginning
with the quarter ending September 30, 2008, at the time of the delivery of the
quarterly financial statements referred to above, the Borrower shall also
deliver (as to all periods commencing on or after July 1, 2008), a
management-prepared Consolidating balance sheet, statement of income and changes
in retained earnings and statement of cash flows, showing separately the results
of operations and financial condition of each Foreign Subsidiary and the results
of operations and financial condition of the U.S. Subsidiaries as a separate
group, except that (1) the U.S. Subsidiaries shall include the Borrower and (2)
the French and Swiss Subsidiaries may be shown as a combined
group.”

       

      2.12             Delivery of
Annual Financial Statements; Accountants’
Certification.  Subsection 6.1.2 (Delivery of Annual Financial
Statements; Accountants’ Certification) of the Existing Credit Agreement is
amended by deleting the phrase “and each other Foreign Subsidiary of the
Borrower” in its entirety from clause (a), deleting the word “and” at the end of
clause (b), removing the period at end of subclause (c) and inserting the word
“and;” in its place and adding the following clause (d) at the end of such
Subsection 6.1.2 (Delivery of Annual Financial Statements: Accountants’
Certification):

       

      “(d)             Beginning
with the fiscal year ending December 31, 2008, at the time of the delivery of
the annual financial statements referred to above (as to all periods commencing
on or after July 1, 2008), a management-prepared Consolidating balance sheet,
statement of income and changes in retained earnings and statement of cash
flows, showing separately the results of operations and financial condition of
each Foreign Subsidiary and the results of operations and financial condition of
the U.S. Subsidiaries as a separate group, except that (1) the U.S. Subsidiaries
shall include the Borrower and (2) the French and Swiss Subsidiaries may be
shown as a combined group, as at the end of and for the fiscal year just
closed.”

       

      2.13             Indebtedness.  Subsection
8.1.1 (Indebtedness) of the Existing Credit Agreement is amended by adding the
following subclauses (i), (j), (k) and (l) at the end of such Subsection 8.1.1
(Indebtedness):

       

       

      “(i)
Indebtedness permitted by clause (d) of Section 8.3 (Investments, Loans,
Acquisition); 

       

      (j) the
Specified Precimed Intercompany Debt;

       

      (k)
Indebtedness permitted by clause (e) of Section 8.3 (Investments, Loans,
Acquisition); and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (l)
unsecured Indebtedness of one or more Foreign Subsidiaries, the aggregate
outstanding principal amount of which Indebtedness is not at any time (i) in
excess of Ten Million Dollars ($10,000,000), or (B) subject to a Guaranty by, or
otherwise recourse to, the Borrower or any Subsidiary Guarantor.”

       

      2.14             Investments,
Loans, Acquisitions, Etc.  Section 8.3 (Investments, Loans,
Acquisitions, Etc.) of the Existing Credit Agreement is amended by (i) replacing
existing clauses (c), (d) and (e) of such Section 8.3 (Investments, Loans,
Acquisitions, Etc.) with the following:

       

      “(c)
Investments by the Borrower or any Subsidiary Guarantors in Subsidiary
Guarantors; the creation by the Borrower or any Subsidiary Guarantor of new
direct or indirect wholly-owned Subsidiaries that become Subsidiary Guarantors;
loans or advances from any Subsidiary Guarantor to the Borrower;

       

      (d)
Investments by Foreign Subsidiaries in other Foreign Subsidiaries or the
creation by a Foreign Subsidiary of additional Foreign
Subsidiaries;

       

      (e)
Investments in an aggregate amount at any time outstanding not to exceed Twenty
Five Million Dollars ($25,000,000) by the Borrower or any Subsidiary Guarantor
in Foreign Subsidiaries;”

       

      (ii)
replacing clause (i) of such Section 8.3 (Investments, Loans, Acquisitions,
Etc.) with the following:

       

      “ (i)
Other Investments in an aggregate amount not to exceed Fifteen Million Dollars
($15,000,000) in any fiscal year;”

       

      (iii)
adding the following new clauses (k), (l) and (m) to such Section 8.3
(Investments, Loans, Acquisitions, Etc.):

       

      “(k) the Permitted Precimed
Acquisition;

       

      (l) the Specified Precimed
Intercompany Debt; and

       

      (m) the Permitted DePuy
Acquisition.”

       

      and (iv)
adding the following paragraph at the end of such Section 8.3 (Investments,
Loans, Acquisitions, Etc.):

       

      “Notwithstanding the foregoing, for
purposes of clause (e) only, the “amount” of any loan, advance, extension of
credit or investment made by any Person or Persons (collectively, the “Investor”)
in any other Person or Persons (collectively, the “Recipient”)
shall be:

       

      
        	
                 
      

              	
                (1)

              	
                with
      respect to any loan, advance or extension of credit made by any Investor
      to or in any Recipient, an amount equal to the principal amount of such
      loan, advance or extensions of credit made to the Recipient, directly or
      indirectly, by the Investor less the amount of any repayment or prepayment
      of such principal amount; and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (2)

              	
                with
      respect to any equity investment made by any Investor in any Recipient,
      the amount of any capital contribution made in the Recipient, directly or
      indirectly, by the Investor or the purchase price paid to the Recipient by
      any Investor in respect of any Capital Stock of the Recipient issued by
      the Recipient to the Investor less the amount of any dividend or stock
      repurchase received on account of any such equity
    investment.”

              


      

       

      2.15             Transactions with
Affiliates.  Section 8.6 (Transactions with Affiliates) of the
Existing Credit Agreement is amended by adding the following new clause (e) at
the end of the first of sentence of such Section 8.6 (Transactions with
Affiliates):

       

      “(e) transactions exclusively among
the Foreign Subsidiaries.”

       

      2.16             Certain
Obligations Respecting Subsidiaries.  Section 8.28 (Certain
Obligations Respecting Subsidiaries) of the Existing Credit Agreement is amended
by adding the following sentence at the end of such Section 8.28 (Certain
Obligations Respecting Subsidiaries):

       

      “Notwithstanding
the foregoing, until such time as the Capital Stock of Precimed, Inc. is
transferred to the Borrower or a Subsidiary Guarantor, the Capital Stock of
Precimed, Inc. shall not be required to be pledged pursuant to the Loan
Documents so long as (a) Precimed, Inc., itself, is a Subsidiary Guarantor and
pledges its assets pursuant to the Loan Documents and (b) the Borrower causes
such Capital Stock to be transferred to the Borrower or a Subsidiary Guarantor
as quickly as practicable after the Permitted Precimed
Acquisition.”

       

      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 instrument, agreement or other 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.

       

      (e) Attached hereto as Annex 1 is a chart
showing the expected post-Precimed acquisition organizational structure of the
Borrower and its Subsidiaries.

       

      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 except that any amendments previously agreed to by the Majority
Lenders in the Consent Letter shall be effective as of the date of such Consent
Letter:

       

      (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 or facsimile 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 (subject to modifications agreed to by the
Majority Lenders in the Consent Letter) 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. 1 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

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  LENDERS:

                                                	
                                                  BANK
      OF AMERCIA, N.A.

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title:

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  NATIONAL
      CITY BANK

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title:

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  PNC
      BANK, NATIONAL ASSOCIATION

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title:

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  CITIZENS
      BANK, N.A.

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title:

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  FIRST
      NIAGARA BANK

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title:

                                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                                  HSBC
      BANK USA, NATIONAL ASSOCATION

                                                
	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	 
      
	 
      	
                                                  Name:

                                                	 
      
	 
      	
                                                  Title: