Exhibit 10.11





EXHIBIT 10.11




AMENDMENT NO. 4 TO CREDIT AGREEMENT




This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of October 30, 2009 (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 and other Secured Parties, 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 to Credit Agreement,
dated as of December 20, 2007, Amendment No. 2 to Credit Agreement, dated as of November 4, 2008,
and Amendment No. 3 to Credit Agreement, dated as of March 31, 2009, among the Borrower, the
Lenders and the Administrative Agent (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 Administrative Agent and the Lenders that a jury determination
was rendered against the Borrower and its Subsidiary, Electrochem Solutions Inc. in a matter
brought by Input/Output Inc. and I/O Marine Systems, Inc. in the 24th Judicial District
Court for the Parish of Jefferson, State of Louisiana, which verdict involved damages in the amount
of $21,733,411. Legal interest from the date of judicial demand as well as attorneys fees and
costs in an unspecified amount were also sought. The Borrower has also advised the Administrative
Agent and Lenders that it has filed post-trial motions and intends to appeal the judgment(s)
entered or expected to be entered.



C. In order to allow the Borrower and Electrochem Solutions Inc. to have flexibility to handle
the post-trial motions and appeal in a way that they believe to be most advantageous to them and to
the Lenders and to stay any enforcement actions related to the aforementioned litigation, Borrower
has requested certain modifications to the Credit Agreement.



D. The Administrative Agent and the Lenders are willing to enter into this Amendment to make
certain 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 herein shall have the meanings given to such terms in the Existing Credit Agreement.




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



2.1 New Defined Terms. The following new definitions are inserted in the appropriate
alphabetical order in Section 1.1 (Defined Terms) of the Existing Credit Agreement:




Amendment No. 4: Amendment No. 4 to this Agreement, dated on or
about October 30, 2009.




EBITDA/LOC Limit: $35,000,000.




Indebtedness/Liens Limit: $38,500,000.




Subject Litigation: the litigation captioned, Input/Output Inc. and
I/O Marine Systems, Inc. vs. Wilson Greatbatch Technologies, Inc. and Wilson
Greatbatch Ltd. d/b/a Electrochem Lithium Batteries, filed in the
24th Judicial District Court for the Parish of Jefferson, State of
Louisiana, together with any rehearings, appeals and other proceedings
related to the aforesaid matter.



2.2 Amendment to Adjusted EBITDA Definition. Clause (e) of the definition of Adjusted
EBITDA in Section 1.1 (Defined Terms) of the Existing Credit Agreement is amended in its
entirety to read as follows:




(e) any extraordinary, unusual or non-recurring expenses or losses (including
losses on sales or abandonment of assets outside of the ordinary course of
business), including expenses related to the Subject Litigation to the extent
that such expenses do not exceed the EBITDA/LOC Limit; and actual
restructuring charges in an amount not to exceed $17,100,000 for the fiscal
year 2006, in an amount not to exceed $5,000,000 for the fiscal year 2007 and
in an amount not to exceed $5,000,000 for the fiscal year 2008;


 


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2.3 Letters of Credit. Section 3.1.1 (Commitment to Issue Letters of Credit) is amended in its
entirety to read as follows:




Commitment to Issue Letters of Credit. Subject to the requirements set forth
below, the Borrower may use a portion of the Commitment, which portion shall
not exceed the sum of Fifteen Million Dollars ($15,000,000) (the “Base
Amount Sublimit") plus the EBITDA/LOC Limit (the “Special Litigation
Sublimit” and, together with the Base Amount Sublimit, the “Letter of
Credit Sublimit") for the purpose of causing the Issuing Bank to issue
standby Letters of Credit for the account of the Borrower or any of its U.S.
Subsidiaries; provided, that (a) the Borrower or the applicable
Subsidiary
executes and delivers a letter of credit application and reimbursement
agreement in a form acceptable to the Issuing Bank and complies with any
conditions to the issuance of such Letter of Credit (including the payment of
any applicable fees) set forth therein; (b) the Issuing Bank approves the
form of such Letter of Credit; (c) except for evergreen Letters of Credit
approved by the Issuing Bank it is sole discretion, but which will not be
extended for a period past the Maturity Date, such Letter of Credit bears an
expiration date not later than the earlier of (i) one year after the date of
issuance and (ii) 30 days prior to the Maturity Date; (d) the Issuing Bank
receives a request for issuance three (3) Business Days prior to the date of
issuance (unless the Issuing Bank, in its sole and absolute discretion,
agrees to shorter notice in any instance); (e) the purpose of such Letter of
Credit shall be acceptable to the Issuing Bank; and (f) the conditions set
forth in Section 4.2 (Requirements for Each Loan/Letter of Credit) are
fulfilled to the satisfaction of the Issuing Bank as of the date of the
issuance of such Letter of Credit, provided, however, the Borrower
may only request Letters of Credit using the Special Litigation Sublimit, and
the Issuing Banks shall only issue Letters of Credit from the Special
Litigation Sublimit, for purposes related to the Subject Litigation,
including for purposes associated with any appeal thereof or bonding of any
such appeal.



2.4 Elimination of Double Counting. Section 7.3 (Additional Provisions Respecting Calculation
of Financial Covenants) of the Existing Credit Agreement is amended by adding a new Subsection
7.3.5 at the end thereof which shall read as follows:




7.3.5 In the event that the Indebtedness referred to in clause (o) of
Subsection 8.1.1 (the “Section (o) Bond Indebtedness”) is required to
be secured by a Letter of Credit or by cash, which cash is the proceeds of
Loans hereunder, the Section (o) Bond Indebtedness, on the one hand, and the
Letters of Credit securing it and/or the cash proceeds of Loans hereunder
securing it, on the other hand (collectively the “Bond Security Provided
by Lenders”), shall not be treated as separate items of Indebtedness for
purposes of calculating the financial covenants in this Agreement (including
for purposes of calculating the Senior Leverage Ratio in the definition of
Applicable Margin) but instead the amount of all such Indebtedness shall be
deemed to be the greater of the aggregate amount of the Section (o) Bond
Indebtedness and the aggregate amount of Bond Security Provided by Lenders.



2.5 Indebtedness. Section 8.1.1 (Indebtedness) of the Existing Credit Agreement is amended by
(i) deleting the “and” at the end of subclause (m), (ii) deleting the period at the end of
subclause (n) and replacing it with “; and”, and (iii) by adding the following new subclause (o) to
such Section 8.1.1:




(o) Indebtedness in the form of one or more bonds (e.g., an appeal bond) or
similar instruments issued in connection with the Subject Litigation in an
aggregate amount not exceeding the Indebtedness/Liens Limit.


 


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2.6 Liens. Subsection 8.2.1 (Liens and Licenses — In General) of the Existing Credit
Agreement is amended (i) by changing the reference to subclause (f) in the introduction to refer
instead to subclause (j), (ii) by deleting the “and” at the end of subclause (e), (iii) by deleting
the periods at the end of subclauses (f), (g), and (h) and replacing them with semicolons; (iv) by
deleting the period at the end of subclause (i) and replacing it with “; and”, and (v) by adding
the following new subclause (j) to such Section 8.2.1:




(j) cash or cash equivalents to secure the Indebtedness referred to in clause
(o) of Section 8.1.1 (Indebtedness); for the avoidance of doubt, Letters of
Credit otherwise permitted under this Agreement may secure such Indebtedness,
so long as the aggregate amount of cash, cash equivalents and Letters of
Credit permitted by this clause (j) shall not exceed the Indebtedness/Liens
Limit.



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.




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 and the Administrative Agent
and the Majority Lenders;


 


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(b) acknowledgement of this Amendment No. 4 by the Guarantors, in substantially the form set
forth on the signature pages hereto;




(c) receipt by the Administrative Agent of all invoiced costs and expenses;



(d) receipt by the Lenders executing this Amendment of the fees in the amounts, and subject to
the conditions specified on Annex A hereto; and



(e) 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 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 No Defenses. The Borrower and Guarantors acknowledge that they owe the Obligations and
that no defenses to payment exists with respect to the same.



5.4 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.



5.5 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.



5.6 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).


 


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5.7 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.



5.8 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



5.9 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.



[signature page follows]





 


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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 4 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	 
	 




 


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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 	 
	 




 


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Each of the undersigned Guarantors
acknowledges the terms of the foregoing
Amendment No. 4 and confirms its obligations
under the Loan Documents and further acknowledges
such obligations remain in effect notwithstanding
this or any other amendments, whether or not the
undersigned acknowledges any other amendments.



	 	 	 	 	 	 	 
	GREATBATCH, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	QIG GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	GREATBATCH-HITTMAN, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	GREATBATCH LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 






 


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	ELECTROCHEM SOLUTIONS, INC. (MA)	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	ELECTROCHEM SOLUTIONS, INC. (DE)	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	GREATBATCH-GLOBE TOOL, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	PRECIMED, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	GBV, LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Thomas J. Mazza	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 






 


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LENDERS:



	 	 	 	 	 
	 

	 	 

Name of Lender
	 	 





 


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Annex A




An amendment fee shall be paid to each Lender that executes this Amendment No. 4 and returns its
signature page by fax or PDF to counsel for the Administrative Agent at the address indicated below
no later than close of business on Friday, October 30, 2009 (or such later date as the
Administrative Agent may determine in its sole discretion if and when such Amendment No. 4 becomes
effective. The amendment fee payable to such Lender shall be equal to 20 basis points on the total
Commitment of each such Lender. Five original copies of signature pages should be sent to counsel
at the address specified below promptly following delivery of the fax or PDF version.




Stacey J. Hanna

Drinker Biddle & Reath LLP

500 Campus Drive

Florham Park, NJ 07932

973-549-7183 phone

973-360-9831 fax

stacey.hanna@dbr.com





 


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