exv10w24






Exhibit 10.24




AMENDMENT NO. 1




          AMENDMENT NO. 1 dated as of December 22, 2008 to the Credit Agreement referred to below,
between Teleflex Incorporated (the “Borrower”), each of the Guarantors identified under the
caption “GUARANTORS” on the signature pages hereto, each of the Lenders identified under the
caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”).




          The Borrower, the Lenders party thereto (individually, a “Lender” and, collectively,
the “Lenders”), the Guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral
agent for the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of
October 1, 2007 (as amended and in effect immediately prior to giving effect to this Amendment No.
1, the “Credit Agreement”). The Borrower and the Lenders wish to amend the Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:




          Section 1. Definitions. Capitalized terms used in this Amendment No. 1 and not
otherwise defined are used herein as defined in the Credit Agreement.




          Section 2. Amendments. Effective as provided in Section 4 hereof, the Credit
Agreement shall be amended as follows:




          2.01. References in the Credit Agreement (including references to the Credit Agreement as
amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.




          2.02. Section 3.10 of the Credit Agreement is hereby amended in its entirety to read as
follows:





     “SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected to have a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan (based on
the assumptions used for purposes of preparing the Borrower’s audited financial statements)
did not, as of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by more than an amount which, if
incurred immediately, could reasonably be expected to result in a Material Adverse Effect,
and the present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of preparing the Borrower’s audited financial
statements) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of all such
underfunded Plans by more than an amount which, if incurred immediately, could
reasonably be expected to result in a Material Adverse Effect.”









 



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          Section 3. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent and the Lenders that (a) the representations and warranties of the
Borrower set forth in the Credit Agreement, as amended hereby, and of each Loan Party in each of
the other Loan Documents to which it is a party, are true and correct in all material respects on
and as of the date hereof (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date) and (b) no Default shall occur and be
continuing under the Credit Agreement, as amended hereby.




          Section 4. Conditions Precedent to Effectiveness. The amendments set forth in
Section 2 hereof shall become effective, as of the date hereof, upon (a) receipt by the
Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan
Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent
for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New
York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the
sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount
of any Term Loan held by such Lender (if any).




          Section 5. Confirmation of Security Documents. The Borrower hereby confirms and
ratifies all of its obligations under the Security Documents to which it is a party. By its
execution on the respective signature lines provided below, each of the Guarantors hereby confirms
and ratifies all of its obligations (including, without limitation, the obligations as guarantor
under Article X of the Credit Agreement, as amended hereby) and the Liens granted by it under the
Loan Documents to which it is a party, represents and warrants that the representations and
warranties set forth in such Loan Documents are complete and correct in all material respects on
the date hereof as if made on and as of such date and confirms that all references in such Loan
Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as
amended hereby without impairing any such obligations or Liens in any respect.




          Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same agreement and any of
the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New
York.




[remainder of page intentionally left blank]










 



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
and delivered as of the day and year first above written.





	 	 	 	 	 
	 	TELEFLEX INCORPORATED	 
	 	 	 
	 	By:  	/s/ C. Jeffrey Jacobs
 	 
	 	Name:  	 	C. Jeffrey Jacobs 	 
	 	Title:  	 	Treasurer 	 









 



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	 	GUARANTORS



ARROW INTERNATIONAL INC.



ARROW INTERNATIONAL INVESTMENT CORP.



ARROW INTERVENTIONAL INC.



SIERRA INTERNATIONAL INC.



SOUTHERN WIRE, LLC



SOUTHWEST WIRE ROPE, LP



By Southwest Wire Rope GP LLC, its general partner



SPECIALIZED MEDICAL DEVICES, LLC



SSI SURGICAL SERVICES, INC.



TECHNOLOGY HOLDING COMPANY



TELAIR INTERNATIONAL INCORPORATED



TELEFLEX MEDICAL INCORPORATED



TFX EQUITIES INCORPORATED



TFX INTERNATIONAL CORPORATION



TFX MARINE INCORPORATED



TFX NORTH AMERICA INC.



THE STEPIC MEDICAL DISTRIBUTION CORPORATION

 	 
	 	By:  	/s/ C. Jeffrey Jacobs
 	 
	 	Name:  	 	C. Jeffrey Jacobs 	 
	 	Title:     (1) Vice President and Treasurer (other than

for Technology Holding Company, TFX Equities

Incorporated, TFX International Corporation and TFX

North America Inc.)

(2) President and Treasurer (in the case of TFX North
America Inc.)

(3) Vice President (in the case of TFX Equities
Incorporated)

(4) President (in the case of Technology Holding
Company and TFX International Corporation) 	 










 



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LENDERS




JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

 	 
	 	By:  	/s/ Deborah R. Winkler
 	 
	 	Name:  	 	Deborah R. Winkler 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ Jill J. Hogan
 	 
	 	Name:  	 	Jill J. Hogan 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., NEW YORK BRANCH

 	 
	 	By:  	/s/ Harumi Kambara
 	 
	 	Name:  	 	Harumi Kambara 	 
	 	Title:  	 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Paula Czach
 	 
	 	Name:  	 	Paula Czach 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Tour Inoue
 	 
	 	Name:  	 	Toru Inoue 	 
	 	Title:  	 	Deputy General Manager 	 
	 



	 	 	 	 	 
	 	CITIZENS BANK

 	 
	 	By:  	/s/ illegible
 	 
	 	Name:  	 	[illegible] 	 
	 	Title:  	 	Senior Vice President
	 
	 	THE GOVERNOR AND COMPANY OF THE











 



 - 6 - 
	 	 	 	 	 
	 	



BANK OF IRELAND

 	 
	 	By:  	/s/ Gareth Magee
 	 
	 	Name:  	 	Gareth Magee 	 
	 	Title:  	 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Stephen Mitchell
 	 
	 	Name:  	 	Stephen Mitchell 	 
	 	Title:  	 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Pamela Donnelly
 	 
	 	Name:  	 	Pamela Donnelly 	 
	 	Title:  	 	Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Yuri Muzichenko
 	 
	 	Name:  	 	Yuri Muzichenko 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING

CORPORATION

 	 
	 	By:  	/s/ David A. Buck
 	 
	 	Name:  	 	David A. Buck 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	DNB NOR BANK ASA

 	 
	 	By:  	/s/ Philip F. Kurpiewski
 	 
	 	Name:  	 	Philip F. Kurpiewski 	 
	 	Title:  	 	Senior Vice President 	 
	 
	 	 	 
	 	By:  	              /s/ Kristin Riise
 	 
	 	Name:  	 	Kristin Riise 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	SUN TRUST BANK

 	 
	 	By:  	/s/ Mark A. Flatin
 	 
	 	Name:  	 	Mark A. Flatin 	 
	 	Title:  	 	Managing Director 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	 	 
	 	 	 
	 	 	 










 



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	 	By:  	             /s/ Colleen Glackin
 	 
	 	Name:  	 	Colleen Glackin 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Pam Schwartz
 	 
	 	Name:  	 	Pam Schwartz 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	BAYERISCHE LANDESBANK,

NEW YORK BRANCH

 	 
	 	By:  	/s/ Stuart Schulman
 	 
	 	Name:  	 	Stuart Schulman 	 
	 	Title:  	 	Senior Vice President 	 
	 
	 	 	 
	 	By:  	               /s/ Elke Videgain
 	 
	 	Name:  	 	Elke Videgain 	 
	 	Title:  	 	Second Vice President 	 
	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Liesl Eckhardt
 	 
	 	Name:  	 	Liesl Eckhardt 	 
	 	Title:  	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	INTESA SANPAOLO S.P.A.

 	 
	 	By:  	/s/ Luca Sacchi
 	 
	 	Name:  	 	Luca Sacchi 	 
	 	Title:  	 	Vice President 	 
	 
	 	 	 
	 	By:  	               /s/ Francesco Di Mario
 	 
	 	Name:  	 	Francesco Di Mario 	 
	 	Title:  	 	FVP, Credit Manager 	 










 



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	 	BAYERISCHE HYPO-UND VEREINSBANK

AG, NEW YORK BRANCH

 	 
	 	By:  	/s/ Elaine Tung
 	 
	 	Name:  	 	Elaine Tung 	 
	 	Title:  	 	Director 	 
	 
	 	 	 
	 	By:  	                    /s/ Ken Hamilton
 	 
	 	Name:  	 	Ken Hamilton 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	KBC BANK, N.V.

 	 
	 	By:  	/s/ Robert Snauffer
 	 
	 	Name:  	 	Robert Snauffer 	 
	 	Title:  	 	Managing Director 	 
	 
	 	 	 
	 	By:  	               /s/ Thomas G. Jackson
 	 
	 	Name:  	 	Thomas G. Jackson 	 
	 	Title:  	 	First Vice President 	 
	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Brian P. Fox
 	 
	 	Name:  	 	Brian P. Fox 	 
	 	Title:  	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	LANDESBANK BADEN-WUERTTEMBERG

NEW YORK AND/OR CAYMAN ISLANDS

BRANCH

 	 
	 	By:  	/s/ Francois Delangle
 	 
	 	Name:  	 	Francois Delangle 	 
	 	Title:  	 	Vice President 	 
	 
	 	 	 
	 	By:  	             /s/ Ralf Enders
 	 
	 	Name:  	 	Ralf Enders 	 
	 	Title:  	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	MALAYAN BANKING BERHAD, NEW YORK


BRANCH

 	 
	 	By:  	/s/ Fauzi Zulkifli
 	 
	 	Name:  	 	Fauzi Zulkifli 	 
	 	Title:  	 	General Manager 	 










 



 - 9 - 

	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Debra W. Riefner
 	 
	 	Name:  	 	Debra W. Riefner 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	PNC BANK, N.A.

 	 
	 	By:  	/s/ Brian Vesey
 	 
	 	Name:  	 	Brian Vesey 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Dustin Craven
 	 
	 	Name:  	 	Dustin Craven 	 
	 	Title:  	 	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	SOCIETE GENERALE

 	 
	 	By:  	/s/ Anne-Marie Dumortier
 	 
	 	Name:  	 	Anne-Marie Dumortier 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL

ASSOCIATION

 	 
	 	By:  	/s/ Kathleen H. Reedy
 	 
	 	Name:  	 	Kathleen H. Reedy 	 
	 	Title:  	 	Managing Director 	 
	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS, P.L.C.

 	 
	 	By:  	/s/ Grace Gilligan
 	 
	 	Name:  	 	Grace Gilligan 	 
	 	Title:  	 	Senior Relationship Partner 	 
	 
	 	 	 
	 	By:  	            /s/ David Kearns
 	 
	 	Name:  	 	David Kearns 	 
	 	Title:  	 	Relationship Manager 	 










 



 - 10 - 

	 	 	 	 	 



	 	 	 	 	 
	 	TD BANK, N.A. AS SUCCESSOR TO

COMMERCE BANK, N.A.

 	 
	 	By:  	/s/ Thomas L. Savage
 	 
	 	Name:  	 	Thomas L. Savage 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	HARLEYSVILLE NATIONAL BANK

 	 
	 	By:  	/s/ illegible
 	 
	 	Name:  	 	[illegible] 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Michael Kingsley
 	 
	 	Name:  	 	Michael Kingsley 	 
	 	Title:  	 	Division Manager 	 
	 



	 	 	 	 	 
	 	BROWN BROTHERS HARRIMAN & CO.

 	 
	 	By:  	/s/ John H. Wert, Jr.
 	 
	 	Name:  	 	John H. Wert, Jr. 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	CHANG HWA COMMERCIAL BANK, LTD.

NEW YORK BRANCH

 	 
	 	By:  	/s/ Jim C.Y. Chen
 	 
	 	Name:  	 	Jim C.Y. Chen 	 
	 	Title:  	 	Vice President & General Manager 	 
	 



	 	 	 	 	 
	 	MEGA INTERNATIONAL COMMERCIAL

BANK, NEW YORK BRANCH

 	 
	 	By:  	/s/ Tsang Hsu
 	 
	 	Name:  	 	Tsang Hsu 	 
	 	Title:  	 	VP & Deputy General Manager 	 
	 



	 	 	 	 	 
	 	TAIPEI FUBON COMMERCIAL BANK,

NEW YORK AGENCY

 	 
	 	By:  	/s/ Michael Tan
 	 
	 	Name:  	 	Michael Tan 	 
	 	Title:  	 	VP & General Manager 	 










 



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	 	HUA NAN COMMERCIAL BANK, LTD.

LOS ANGELES BRANCH

 	 
	 	By:  	/s/ Oliver C.H. Hsu
 	 
	 	Name:  	 	Oliver C.H. Hsu 	 
	 	Title:  	 	VP & General Manager 	 
	 



	 	 	 	 	 
	 	HUA NAN COMMERCIAL BANK, LTD.

NEW YORK AGENCY

 	 
	 	By:  	/s/ Henry Hsieh
 	 
	 	Name:  	 	Henry Hsieh 	 
	 	Title:  	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	STATE BANK OF INDIA

 	 
	 	By:  	/s/ Prabodh Parikh
 	 
	 	Name:  	 	Prabodh Parikh 	 
	 	Title:  	 	Vice President & Head (Credit) 	 
	 



	 	 	 	 	 
	 	KEYSTONE NAZARETH BANK AND TRUST,

A DIVISION OF NATIONAL PENN BANK

 	 
	 	By:  	/s/ Kevin D. Brown
 	 
	 	Name:  	 	Kevin D. Brown 	 
	 	Title:  	 	Vice President