10-K 2008 Exhibit 10.9




Exhibit 10.9


FIRST AMENDMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into as of December 10, 2008 by and between TEKELEC, a California corporation (the "U.S. Borrower"), Tekelec
International, SPRL, a societe privee a responsabilité limitée organized under the laws of the Kingdom of Belgium (the
"Belgian Borrower", and together with the U.S. Borrower, each a "Borrower" and collectively, the
"Borrowers"), the lenders who are or may become a party to this Agreement (collectively, the "Lenders")
and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the
"Administrative Agent").

STATEMENT OF PURPOSE

The Lenders have extended certain credit facilities to the Borrowers pursuant to the Credit Agreement, dated October
2, 2008 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement").

The Borrowers have requested that the Lenders amend the Credit Agreement pursuant to the terms of this Amendment.
Subject to the terms and conditions set forth herein, the Lenders party hereto are willing to agree to such modifications.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:





	 Capitalized Terms.  All capitalized terms used and not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


	 Amendments.  Pursuant to Section 14.2 of the Credit Agreement and effective in accordance with
Section 3 hereof, the Lenders hereby agree as follows:

(a)Section 8.2 of the Credit Agreement is hereby amended by deleting such section in its entirety and
substituting, in lieu thereof, the following new Section 8.2 to read as follows:

"SECTION 8.2  Officer's Compliance Certificate.  At each time financial statements are delivered pursuant to
Sections 8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer's Compliance
Certificate and an accompanying schedule setting forth all the earn-out obligations and deferred payments in connection any Permitted
Acquisitions."

(b)Section 11.1 of the Credit Agreement is hereby amended by adding the following new subsection (m)
to read as follows:


"(m)Indebtedness of the Borrowers or any of their Subsidiaries in connection with any earn-outs or deferred
payments (valued at the maximum amount payable thereunder) pursuant to any Permitted Acquisitions permitted under Section
11.3(c)." 











(c)Section 11.3(c) of the Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting, in lieu thereof, the following new subsection (c) to read as follows:




"(c)(i) investments by the Borrowers or any of their Subsidiaries in the form of Permitted Acquisitions and (ii) any
investments, loans and advances by the U.S. Borrower or any Pledged Foreign Subsidiary to any Pledged Foreign Subsidiary or any Wholly-Owned
Subsidiary of a Pledged Foreign Subsidiary, the proceeds of which will be used exclusively for Permitted Acquisitions;"





	 Conditions to Effectiveness.  Upon receipt by the Administrative Agent of a duly executed counterpart of this
Amendment from each Credit Party and the Lenders, this Amendment shall be deemed to be effective as of the date above stated (the
"First Amendment Effective Date").


	 Limited Effect of Amendment.  Except as expressly modified herein, the Credit Agreement and the Loan
Documents shall continue to be, and shall remain, in full force and effect.  This Amendment shall not be deemed (a) to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or (b) to prejudice any other
right or remedies which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit
Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated or
otherwise modified from time to time.  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder," "hereof" or words of like import referring to the Credit Agreement, and each reference in the
Credit Agreement, the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of lie import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended
by this Amendment.  This Amendment constitutes a "Loan Document" as defined in the Credit Agreement.


	 Representations and Warranties.  After giving effect to the amendments set forth herein, each Borrower
hereby certifies that (a) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and
correct in all material respects as of the First Amendment Effective Date as if fully set forth herein (except for any representation and warranty made
as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and (b) no Default or Event of Default
has occurred and is continuing as of the First Amendment Effective Date.


	 Release.  For and in consideration of the agreements of the Administrative Agent and the other Lenders
contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrowers hereby
forever release and discharge the Administrative Agent and the Lenders, each of their respective officers, directors, employees, agents, affiliates,
representatives, successors and assigns (collectively, the "Released Parties") from any and all claims, causes of actions,
damages and liabilities of any nature whatsoever, known or unknown, which the Borrowers ever had, now has or might hereafter have against one
or more of the Released Parties which relates, directly or indirectly, to the Loan











Documents or the transactions relating thereto (collectively
"Claim"), to the extent that any such Claim shall be based in whole or in part upon facts, circumstances, actions or events
existing on or prior to the date hereof.  



	 Covenant Not to Sue.  The Borrowers, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably, covenant and agree with and in favor of each Released Party that it will not sue
(at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any Claim released, remised and discharged by the
Borrowers pursuant to Section 6 above.  If the Borrowers or any of its respective successors, assigns or other legal representatives, or any Loan
Party, or its respective successors, assigns, and other legal representatives violates the foregoing covenant, each of the Borrowers, for itself and its
respective successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as
a result of such violation, all reasonable attorneys' fees and costs incurred by any Released Party as a result of such violation.


	 Miscellaneous.



	 Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the laws
of the State of New York.


	 Entire Agreement.    This Amendment is the entire agreement, and supersedes any prior agreements and
contemporaneous oral agreements, of the parties concerning its subject matter.  In the event there is a conflict or inconsistency between this
Amendment and the Credit Agreement, the terms of this Amendment shall control.


	 Successors and Assigns.  This Amendment shall be binding on and inure to the benefit of the parties and their
beneficiaries, successors and assigns.


	 Further Assurances.  The parties hereto shall execute and deliver such additional documents and take such
additional action as may be necessary or desirable to effectuate the provisions and purposes of this Amendment.


	 Counterparts.  This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their
successors and assigns, and all of which taken together constitute one and the same agreement.


	 Facsimile Transmission.  A facsimile, telecopy or other reproduction of this Amendment may be executed by
one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar
instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an
original of this Amendment as well as any facsimile, telecopy or other reproduction hereof.







[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first
above written.
TEKELEC, 

as Borrower and Borrower Agent

By:    /s/ William H. Everett

   Name:    William H. Everett

   Title:    EVP & CFO


 

TEKELEC INTERNATIONAL, SPRL,

as Borrower

By:    /s/ William H. Everett

   Name:    William H. Everett

   Title:    Manager


 

 





















AGENTS AND LENDERS:


WACHOVIA BANK, NATIONAL ASSOCIATION, 

   as Administrative Agent, Swingline Lender, Issuing
 Lender and Lender



 By:    /s/ C. Douglass Riddle

   Name:    C. Douglass Riddle

   Title:    Senior Vice President