Exhibit 10.1


    
      

    

     

     

    ARROW
      INTERNATIONAL, INC.

    
 

    Exhibit
      10.1

    


     

    SEVENTH
      AMENDMENT TO LOAN AGREEMENT

     

    THIS
      SEVENTH AMENDMENT TO LOAN AGREEMENT (the “Seventh Amendment”) made and entered
      into as of March __, 2007, by and among WACHOVIA BANK, NATIONAL ASSOCIATION
      (f/k/a FIRST UNION NATIONAL BANK), a national banking association, WACHOVIA
      BANK, NATIONAL ASSOCIATION, LONDON BRANCH (f/k/a FIRST UNION NATIONAL BANK,
      LONDON BRANCH), a national banking association acting through its London Branch,
      ARROW INTERNATIONAL, INC., a Pennsylvania corporation, ARROW MEDICAL PRODUCTS,
      LTD., a Pennsylvania corporation authorized to engage in business in Canada,
      ARROW DEUTSCHLAND GMBH, a corporation organized and existing under the laws
      of
      Germany, ARROW IBERIA, S.A., a corporation organized and existing under the
      laws
      of Spain, ARROW INTERNACIONAL DE MEXICO S.A. DE C.V., a corporation organized
      and existing under the laws of Mexico, ARROW HELLAS COMMERCIAL A. E., a
      corporation organized and existing under the laws of Greece, ARROW NEDERLAND
      B.V., a corporation organized and existing under the laws of the Netherlands,
      ARROW MEDICAL HOLDINGS B.V., a corporation organized and existing under the
      laws
      of the Netherlands, ARROW INTERNATIONAL CR, A.S., a corporation organized and
      existing under the laws of the Czech Republic, ARROW ITALY SpA, a corporation
      organized and existing under the laws of Italy, and ARROW INTERNATIONAL UK
      LTD.,
      a corporation organized and existing under the laws of the United Kingdom.
      

     

    BACKGROUND

     

    A.
        The
      Lender and the Borrowers are parties to a loan agreement dated April 12,
      2001, as amended March 29, 2002, June 30, 2003, April 23, 2004,
      May 27, 2005, May 25, 2006, and August 8, 2006 (with certain of the Borrowers
      joining in the loan agreement through an amendment to the loan agreement),
      pursuant to which the Lender agreed to provide the Borrowers with Loans in
      an
      aggregate outstanding amount not to exceed at any one time Ninety Million
      Dollars ($90,000,000), subject to and in accordance with the terms and
      conditions set forth therein (the “Agreement”).

     

    B.
        The
      Agreement is incorporated by reference in this Seventh Amendment. Capitalized
      terms used herein which are not so defined, but which are defined in the
      Agreement, shall have the meanings given such terms in the
      Agreement.

     

    C.
        At
      the
      Borrowers’ request, the Lender has agreed to extend the Termination Date under
      the Agreement, as hereinafter set forth.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein and
      intending to be legally bound hereby, the parties hereto covenant and agree
      as
      set forth below.

     

    1.
        Incorporation
      of Background.
      The
      Background provisions of this Seventh Amendment are incorporated herein by
      reference thereto as if fully set forth in this Seventh Amendment.

     

    2.
        Amended
      Defined Terms.
      The
      following defined terms as set forth in Section 1.2 of the Agreement are
      hereby amended and restated in their entirety to read as follows:

     

    “Agreement”
      shall mean the Loan Agreement among the Lender and the Borrowers dated
      April 12, 2001, as amended by the Lender and the Borrowers pursuant to the
      First Amendment to Loan Agreement dated as of March 29, 2002, as further
      amended by the Lender and the Borrowers pursuant to the Second Amendment to
      Loan
      Agreement dated as of June 30, 2003, as further amended by the Lender and
      the Borrowers pursuant to the Third Amendment to Loan Agreement dated as of
      April 23, 2004, as further amended by the Lender and the Borrowers pursuant
      to the Fourth Amendment to Loan Agreement dated as of May 27, 2005, as
      further amended by the Lender and the Borrowers pursuant to the Fifth Amendment
      to Loan Agreement dated as of May 25, 2006, as further amended by the Lender
      and
      the Borrowers pursuant to the Sixth Amendment to Loan Agreement dated as of
      August 8, 2006, and as further amended by the Lender and the Borrowers
      pursuant to the Seventh Amendment to Loan Agreement dated as of March __, 2007,
      and any future amendments, restatements, modifications or supplements thereof
      or
      thereto.

     

    "Termination
      Date” shall mean April 30, 2008 or, if such day is not a Business Day, the
      next succeeding Business Day, unless such Business Day falls in another calendar
      month, in which case the Termination Date shall be the next preceding Business
      Day.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        ARROW
          INTERNATIONAL, INC.

      

    

     

    3.
        Representations
      and Warranties.
      As a
      material inducement for the Lender to enter into this Seventh Amendment, the
      Borrowers make the following representations and warranties to the Lender and
      acknowledge the Lender’s justifiable reliance thereon:

     

    (a)
        No
      Default or Event of Default has occurred.

     

    (b)
        All
      representations and warranties previously made to the Lender by the Borrowers
      remain true, accurate, and complete.

     

    (c)
        The
      Agreement, as modified and amended hereby, is the valid and binding obligation
      of the Borrowers and is fully enforceable in accordance with all stated
      terms.

     

    4.
        Binding
      Effect.
      This
      Seventh Amendment shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and permitted
      assigns.

     

    5.
        Costs
      and Expenses.
      Without
      limiting the generality of the provisions of the Agreement, the Borrowers shall
      reimburse the Lender for its out-of-pocket expenses, including counsel fees,
      incurred by the Lender in connection with the development, preparation,
      negotiation, and enforcement of this Seventh Amendment and all documents
      executed in connection herewith.

     

    6.
        Effective
      Date.
      This
      Seventh Amendment shall be operative and effective when the Lender has executed
      this Seventh Amendment.

     

    7.
        Ratification.
      Except
      as expressly modified and amended herein, the Agreement and all other Loan
      Documents are hereby ratified and affirmed, and the Borrowers expressly ratify
      and affirm all terms and provisions of the Loan Documents, including all
      warrants of attorney to confess judgment as set forth in the Loan
      Documents.

     

    8.
        Terms
      Consistent.
      To the
      extent that any of the terms or provisions set forth in the Loan Documents
      are
      inconsistent with any of the terms or provisions hereof, the terms and
      provisions of this Seventh Amendment shall control. References in any of the
      Loan Documents to the Agreement shall be deemed references to the Agreement
      as
      amended, and references in any of the Loan Documents to any defined terms that
      have been amended shall be deemed references to such defined terms as
      amended.

     

    9.
        Execution
      in Counterparts.
      This
      Seventh Amendment may be executed in any number of counterparts with the same
      effect as if the signatures thereto and hereto were upon the same instrument,
      but all of such counterparts taken together shall be deemed to constitute one
      and the same instrument.

     

    10.
        Further
      Assurances.
      The
      Borrowers shall immediately execute and deliver to the Lender any documents
      or
      instruments requested by the Lender from time to time to further evidence,
      effectuate, secure or carry out the terms of this Seventh Amendment or the
      Loan
      Documents.

     

    11.
        Acknowledgments.
      The
      Borrowers acknowledge, represent, warrant and covenant that they do not have,
      and have never had, any defense to payment or performance of any of their
      obligations under the Agreement and Loan Documents or any claim, right or cause
      of action whatsoever, in law or equity, against the Lender arising under the
      Agreement or the Loan Documents. The Borrowers further represent, warrant and
      covenant that the Lender has not caused them to suffer any damage, loss,
      liability, expense or obligation of any nature whatsoever arising under the
      Agreement or the Loan Documents.

     

    


    


    


    


    


    


    


    


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        ARROW
          INTERNATIONAL, INC.

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Loan
      Agreement to be duly executed as of the day and year first above
      written.

     

    
      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                ARROW
                  INTERNATIONAL, INC.

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                By:  

              	
                /s/ Carl G. Anderson, Jr.

                
                  

                

                Name:
                  Carl G. Anderson, Jr.

              
	 	 	
                Title:
                  Chairman, CEO & President

              
	 	 	 
	 	Attest:	
                /s/
                  John C. Long 
                  

                

                Name:
                  John C. Long

              
	
                 

              	
                Title:
                  Secretary & Treasurer

              


      

       

    

    
      
        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  
                    ARROW
                      MEDICAL PRODUCTS, LTD.

                  

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By:  

                	
                  
                    /s/ Carl G. Anderson, Jr.

                  

                  
                    

                  

                  Name:
                    Carl G. Anderson, Jr.

                
	 	 	
                  Title:
                    Director

                
	 	 	 
	 	Attest:	
                  /s/
                    John C. Long

                  
                    

                  

                  Name:
                    John C. Long

                
	
                   

                	
                  Title:
                    Director

                


        

        
           

          
            
              	
                       

                    	
                      
                        ARROW
                          DEUTSCHLAND GMBH

                      

                    
	
                       

                       

                    	
                       

                       

                    	
                       

                       

                    
	
                       

                    	
                      By:  

                    	
                      
                        /s/ Carl G. Anderson, Jr.

                      

                      
                        

                      

                      Name:
                        Carl G. Anderson, Jr.

                    
	 	 	
                      Title:
                        Director

                    
	 	 	 
	 	Attest:	
                      /s/
                        John C. Long

                      
                        

                      

                      Name:
                        John C. Long

                    
	
                       

                    	
                      Title:
                        Director

                    


            

             

          

        

      

    

     

    
 

    


    


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        ARROW
          INTERNATIONAL, INC.

      

    


    
       

      
        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  
                    ARROW
                      IBERIA, S.A.

                  

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	
                   

                	
                  By:  

                	
                  
                    /s/ Carl G. Anderson, Jr.

                  

                  
                    

                  

                  Name:
                    Carl G. Anderson, Jr.

                
	 	 	
                  Title:
                    Director

                
	 	 	 
	 	Attest:	
                  
                    /s/
                      John C. Long

                  

                  
                    

                  

                  Name:
                    John C. Long

                
	
                   

                	
                  Title:
                    Director

                


        

        
           

          
            
              	
                       

                    	
                      
                        ARROW
                          INTERNACIONAL DE MEXICO, S.A. DE C.V.

                      

                    
	
                       

                       

                    	
                       

                    	
                       

                       

                    
	
                       

                    	
                      By:  

                    	
                      /s/ Kenneth Oshansky

                      
                        

                      

                      Name:
                        Kenneth
                        Oshansky

                    
	 	 	
                      Title:
                        Director

                    
	 	 	 
	 	Attest:	
                       

                      
                        

                      

                      Name:
                        

                    
	
                       

                    	
                      Title:
                        

                    


            

            
               

              
                
                  	
                           

                        	
                           

                        	
                           

                        
	
                           

                        	
                          
                            ARROW
                              HELLAS COMMERCIAL A. E.

                          

                        
	
                           

                           

                        	
                           

                           

                        	
                           

                           

                        
	
                           

                        	
                          By:  

                        	
                          /s/ John C. Long

                          
                            

                          

                          Name:
                            John
                            C. Long

                        
	 	 	
                          Title:
                            Director

                        
	 	 	 
	 	Attest:	
                          /s/
                            Michael Haney

                          
                            

                          

                          Name:
                            Michael
                            Haney

                        
	
                           

                        	
                          Title:
                            Treasure
                            Manager, AI

                        


                

                
                   

                  
                    
                      	
                               

                            	
                              
                                ARROW
                                  NEDERLAND B.V.

                              

                            
	
                               

                               

                            	
                               

                               

                            	
                               

                               

                            
	
                               

                            	
                              By:  

                            	
                              /s/ John C. Long

                              
                                

                              

                              Name:
                                John
                                C. Long

                            
	 	 	
                              Title:
                                Director

                            
	 	 	 
	 	Attest:	
                              
                                /s/
                                  Michael Haney

                              

                              
                                

                              

                              Name:
                                Michael
                                Haney

                            
	
                               

                            	
                              Title:
                                Treasure
                                Manager, AI

                            


                    

                     

                  

                

              

            

          

        

      

    

     

     

     

    
 

     

    


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        ARROW
          INTERNATIONAL, INC.

      

    

    
      
         

        
          
            	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    
                      
                        ARROW
                          INTERNATIONAL CR, A.S.

                      

                    

                  
	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  
	
                     

                  	
                    By:  

                  	
                    /s/ Carl G. Anderson, Jr.

                    
                      

                    

                    Name:
                      Carl G. Anderson, Jr.

                  
	 	 	
                    Title:
                      Director

                  
	 	 	 
	 	Attest:	
                    /s/
                      John C. Long

                    
                      

                    

                    
                      
                        Name:
                          John C. Long

                      

                    

                  
	
                     

                  	
                    Title:
                      Director

                  


          

          
             

            
              
                	
                         

                      	
                        
                          
                            ARROW
                              ITALY, SpA

                          

                        

                      
	
                         

                         

                      	
                         

                      	
                         

                         

                      
	
                         

                      	
                        By:  

                      	
                        
                          /s/ Carl G. Anderson, Jr.

                        

                        
                          

                        

                        Name:
                          Carl
                          G. Anderson, Jr.

                      
	 	 	
                        Title:
                          Director

                      
	 	 	 
	 	Attest:	
                        /s/
                          John C. Long

                        
                          

                        

                        
                          
                            Name:
                              John C. Long

                          

                        

                      
	
                         

                      	
                        Title:
                          Director

                      


              

              
                 

                
                  
                    	
                             

                          	
                            
                              
                                ARROW
                                  MEDICAL HOLDINGS B.V.

                              

                            

                          
	
                             

                             

                          	
                             

                             

                          	
                             

                             

                          
	
                             

                          	
                            By:  

                          	
                            
                              /s/ Carl G. Anderson, Jr.

                            

                            
                              

                            

                            Name:
                              Carl
                              G. Anderson, Jr.

                          
	 	 	
                            Title:
                              Director

                          
	 	 	 
	 	Attest:	
                            
                              /s/
                                John C. Long

                            

                            
                              

                            

                            Name:
                              John C. Long

                          
	
                             

                          	
                            Title:
                              Director

                          


                  

                  
                     

                    
                      
                        	
                                 

                              	
                                
                                  
                                    ARROW
                                      INTERNATIONAL UK LTD.

                                  

                                

                              
	
                                 

                                 

                              	
                                 

                                 

                              	
                                 

                                 

                              
	
                                 

                              	
                                By:  

                              	
                                
                                  /s/
                                    John C. Long

                                

                                
                                  

                                

                                
                                  Name:
                                    John
                                    C. Long

                                

                              
	 	 	
                                Title:
                                  Director

                              
	 	 	 
	 	Attest:	
                                /s/
                                  Michael Haney

                                
                                  

                                

                                
                                  
                                    Name: Michael
                                      Haney

                                  

                                

                              
	
                                 

                              	
                                Title:
                                  Treasure Manager, AI

                              


                      

                       

                      
                        (“Borrowers”)

                      

                    

                  

                

              

            

          

        

      

    

     

     

    


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        ARROW
          INTERNATIONAL, INC.

      

    

    
      
         

        
          
            	
                     

                  	
                    
                      
                        
                          WACHOVIA
                            BANK, NATIONAL ASSOCIATION

                        

                      

                    

                  
	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  
	
                     

                  	
                    By:  

                  	
                    /s/ Philip B. Shober

                    
                      

                    

                    Name:
                      Philip
                      B. Shober

                  
	 	 	
                    Title:
                      Sr.
                      Vice President

                  


          

          
             

            
              
                	
                         

                      	
                        
                          
                            

                              WACHOVIA
                                BANK, NATIONAL ASSOCIATION, LONDON
                                BRANCH

                            

                          

                        

                      
	
                         

                         

                      	
                         

                         

                      	
                         

                         

                      
	
                         

                      	
                        By:  

                      	
                         

                        
                          

                        

                        Name:
                          

                      
	 	 	
                        Title:
                          

                      


              

               

              
                (“Lender”)