EX-10.1






Exhibit 10.1




CONSENT AND AMENDMENT NO. 1

Dated as of March 27, 2014

to

CREDIT AGREEMENT

Dated as of July 16, 2013




THIS CONSENT AND AMENDMENT NO. 1 (this “Amendment”) is made as of March 27, 2014 by
and among Teleflex Incorporated, a Delaware corporation (the “Borrower”), the financial
institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative
Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of July
16, 2013 by and among the Borrower, the Guarantors party thereto, the Lenders and the
Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings given to them in the Credit Agreement.



WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent
grant their consent to the Specified Transactions (as defined below) and agree to certain
amendments to the Credit Agreement;



WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on
the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby
agree to enter into this Amendment.



1. Consent. The Borrower has informed the Lenders and the Administrative
Agent of certain transactions contemplated by the document with the title “Vidacare Integration –
Legal Structure” and the appendices thereto (the “Specified Transactions”), which document
was posted to Intralinks on March 17, 2014. Subject to the satisfaction of the conditions
precedent set forth in Section 4 below, notwithstanding Sections 6.01 and
6.05 of the Credit Agreement, the Administrative Agent and the Lenders party hereto hereby
agree that the Specified Transactions shall be deemed to be permitted under the Credit Agreement.
This specific consent applies only to the Specified Transactions and only for the express
circumstances described above. This specific consent shall not be construed to constitute (i) a
waiver of any other event, circumstance or condition or of any other right or remedy available to
the Administrative Agent or any Lender pursuant to the Credit Agreement or any other Loan Document
or (ii) a course of dealing or a consent to any departure by the Borrower from any other term or
requirement of the Credit Agreement.



2. Amendments to the Credit Agreement. Effective as of the date of
satisfaction of the conditions precedent set forth in Section 4 below, the parties hereto
agree that the Credit Agreement is hereby amended as follows:



(a) The definition of “LIBO Rate” appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:



“LIBO Rate” means, with respect to any Eurocurrency Borrowing
denominated in Dollars or any Foreign Currency and for any applicable
Interest Period, the London interbank offered rate for such currency as
administered by ICE Benchmark Administration (or any other Person that takes
over the administration of such rate for such Currency) for a period equal
in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02
of the Reuters screen that displays such rate (or, in the event such rate
does not appear on a Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of
such other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion (in each
case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London
time, on the Quotation Day for such Interest Period; provided that,
if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed
to be zero for purposes of this Agreement; provided, further, that
if a LIBOR Screen Rate shall not be available at such time for such Interest
Period (an “Impacted Interest Period”) with respect to the
applicable currency, then the LIBO Rate shall be the Interpolated Rate at
such time; provided, that, if any Interpolated Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this
Agreement, all subject to Section 2.14.



(b) Section 6.01(b) of the Credit Agreement is hereby amended to delete the reference
to “3.50” appearing therein and to replace it with a reference to “3.75”.



(c) Section 6.05(c)(ii) of the Credit Agreement is hereby amended to delete the
reference to “3.50” appearing therein and to replace it with a reference to “3.75”.



3. Release and Pledge. The Administrative Agent and the Lenders party
hereto hereby agree and acknowledge that (i) pursuant to Section 9.02(d)(ii) of the Credit
Agreement, upon the transfer of the Equity Interests of Teleflex Holding Netherlands B.V. from TFX
Equities Incorporated to Teleflex Medical Devices S.à r.l. as described in Step 18(b) of the
description of the Specified Transactions, all Liens in such Equity Interests granted by TFX
Equities Incorporated to the Administrative Agent shall be, automatically and without any further
action of any party hereto, released pursuant to Section 9.02(d)(ii), (ii) the Borrower shall
(notwithstanding any time period required by Section 5.09 of the Credit Agreement), within 90 days
after the date of the formation of Teleflex Medical Devices S.à r.l. (or such longer period as the
Administrative Agent may agree, acting in its reasonable discretion), cause the requirements
described in Section 5.09 of the Credit Agreement, as such requirements apply to the Equity
Interests of Teleflex Medical Devices S.à r.l., to be satisfied and (iii) the requirements in
Section 5.09 of the Credit Agreement with respect to TFX Support LLC and TFX Growth LLC shall only
apply after the date that is 90 days after the formation of such entities (it being understood that
the Borrower shall not be required to comply with Section 5.09 with respect to such entities if
such entities have been dissolved, liquidated, merged out of existence or otherwise ceased to be
Subsidiaries of the Borrower 90 days after the date of the formation of such entities).



4. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that (i) the Administrative Agent shall have received
counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the
Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the
Guarantors and (ii) the Administrative Agent shall have received payment of the Administrative
Agent’s and its affiliates’ fees and expenses (including fees and expenses of counsel for the
Administrative Agent) in connection with this Amendment.



5. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:



(a) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and
binding obligations of the Borrower and are enforceable against the Borrower in accordance with
their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting the enforcement of
creditors’ rights and (ii) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).



(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no
Default shall have occurred and be continuing and (ii) the representations and warranties of the
Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material
respects (or in all respects if the applicable representation or warranty is qualified by Material
Adverse Effect or materiality) (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, such representation or warranty is true and correct in all
material respects (or in all respects if the applicable representation or warranty is qualified by
Material Adverse Effect or materiality) as of such specific date).



6. Reference to and Effect on the Credit Agreement.



(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.



(b) Each Loan Document and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are hereby ratified and
confirmed.



(c) Except as specifically waived herein, the execution, delivery and effectiveness of this
Amendment shall not (i) operate as a waiver of any right, power or remedy of the Administrative
Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan
Documents or any other documents, instruments and agreements executed and/or delivered in
connection therewith or (ii) constitute a course of dealing or create any implication that the
Administrative Agent or the Lenders would be willing under any circumstances in the future to
provide the Borrower with any additional waivers, amendments or other accommodations.



(d) This Amendment shall be a Loan Document.



7. Governing Law. This Amendment shall be construed in accordance with and
governed by the law of the State of New York.



8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.



9. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or
PDF shall have the same force and effect as manual signatures delivered in person.



IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



TELEFLEX INCORPORATED, as the Borrower



By: /s/ Jake Elguicze

Name: Jake Elguicze

Title: Vice President, Investor Relations and Treasurer







JPMORGAN CHASE BANK, N.A., individually as a Lender 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/ Robert LaPorte

Name: Robert LaPorte

Title: Director







THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender



By: /s/ B. McNany

Name: B. McNany

Title: Vice President







HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender



By: /s/ Christopher Querns

Name: Christopher Querns

Title: Vice President













SUMITOMO MITSUI BANKING CORPORATION, as a Lender



By: /s/ David Kee

Name: Jake Elguicze

Title: Managing Director







DNB CAPITAL LLC, as a Lender



By: /s/ Kristie Li

Name: Kristie Li

Title: First Vice President





By: /s/ Thomas Tangen

Name: Thomas Tangen

Title: Senior Vice President



CITIZENS BANK OF PENNSYLVANIA, as a Lender



By: /s/ Devon Starks

Name: Devon Starks

Title: Senior Vice President







PNC BANK, NATIONAL ASSOCIATION, as a Lender



By: /s/ Domenic L. D’Ginto

Name: Domenic L. D’Ginto

Title: Senior Vice President







CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender



By: /s/ Amy Trapp

Name: Amy Trapp

Title: Managing Director





By: /s/ John Bosco

Name: John Bosco

Title: Director



FIFTH THIRD BANK, as a Lender



By: /s/Tamara M. Dowd

Name: Tamara M. Dowd

Title: Vice President







SANTANDER BANK, N.A., (formerly known as Sovereign Bank, N.A.) as a Lender



By: /s/ Daniel Vilarelle

Name: Daniel Vilarelle

Title: Vice President







U.S. BANK NATIONAL ASSOCIATION, as a Lender



By: /s/ Joseph M. Schnorr

Name: Joseph M. Schnorr

Title: Senior Vice President







WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender



By: /s/ Monique Gasque

Name: Monique Gasque

Title: Vice President







THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender



By: /s/ Illegible

Name: Illegible

Title: Director







CITIBANK, N.A., as a Lender



By: /s/ Timothy A. Merriman

Name: Timothy A. Merriman

Title: Senior Vice President















CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender



By: /s/ Christopher Day

Name: Christopher Day

Title: Authorized Signatory





By: /s/ Jean-Marc Vauclair

Name: Jean-Marc Vauclair

Title: Authorized Signatory



BARCLAYS BANK PLC, as a Lender



By: /s/ Ronnie Glenn

Name: Ronnie Glenn

Title: Vice President







GOLDMAN SACHS BANK USA, as a Lender



By: /s/ Ashwin Ramakrishna

Name: Ashwin Ramakrishna

Title: Authorized Signatory




CONSENT AND REAFFIRMATION




Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Consent and
Amendment No. 1 to the Credit Agreement dated as of July 16, 2013 (as amended, restated,
supplemented or otherwise modified, the “Credit Agreement”) by and among Teleflex Incorporated, the
Guarantors party thereto, the financial institutions from time to time party thereto (the
“Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”),
which Consent and Amendment No. 1 is dated as of March 27, 2014 (the “Amendment”). Capitalized
terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given
to them in the Credit Agreement. Without in any way establishing a course of dealing by the
Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms
the terms and conditions of the Credit Agreement and any other Loan Document executed by it and
acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed
by the undersigned in connection with the Credit Agreement remains in full force and effect and is
hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so modified by the
Amendment.



Dated: March 27, 2014



ARROW INTERNATIONAL, INC.


ARROW INTERNATIONAL INVESTMENT CORP.


ARROW INTERVENTIONAL, INC.


HOTSPUR TECHNOLOGIES, INC.


LMA NORTH AMERICA, INC.


SEMPRUS BIOSCIENCES CORP.


TECHNOLOGY HOLDING COMPANY III


TELEFLEX MEDICAL INCORPORATED


TFX AVIATION INC.


TFX EQUITIES INCORPORATED


TFX INTERNATIONAL CORPORATION


TFX NORTH AMERICA INC.


VASONOVA, INC.


VIDACARE CORPORATION


WOLFE-TORY MEDICAL, INC.



By: /s/ C. Jeffrey Jacobs

Name: C. Jeffrey Jacobs

Title: (1) Vice President and Treasurer (other than for Hotspur Technologies, Inc., LMA North

America, Inc., Semprus Biosciences Corp., Technology Holding Company III, TFX Equities

Incorporated, TFX International Corporation, TFX North America Inc. and Wolfe-Tory Medical, Inc.)

(2) Vice President (in the case of Hotspur Technologies, Inc., LMA North America, Inc., Semprus

Biosciences Corp., TFX Equities Incorporated and Wolfe-Tory Medical, Inc.)

(3) President (in the case of Technology Holding Company III, TFX Equities Incorporated and TFX

International Corporation)

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