8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2010

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

155 South Limerick Road,
Limerick, Pennsylvania	19468
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 948-5100

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EX-10.1
EX-10.2
EX-10.3

Explanatory Note

     On August 2, 2010, Teleflex Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) describing amendments (the “Amendments”) to certain debt agreements entered into in connection with certain refinancing transactions.

     The Company is filing this Form 8-K/A to amend the Original 8-K by replacing each of the Amendments that were attached thereto as Exhibits 10.1, 10.2 and 10.3 with the versions of the Amendments attached hereto as Exhibits 10.1, 10.2 and 10.3 [in order to correct a clerical error in connection with the filing of the Original 8-K]. For convenience, the full text of the Original 8-K is restated below.

Item 1.01. Entry into a Material Definitive Agreement

     On August 2, 2010, in connection with certain refinancing transactions, Teleflex Incorporated (the “Company”) entered into the following amendments of certain of its debt agreements:

     (i) Amendment No. 3 to the Credit Agreement, dated as of October 1, 2007 (the “Credit Agreement”) among the Company, the guarantors party thereto, the lending institutions identified in the Credit Agreement, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent;

     (ii) Amendment No. 3 to the Note Purchase Agreement, dated as of July 8, 2004, among the Company and the noteholders party thereto, as amended by the First Amendment thereto dated as of October 1, 2007, and Amendment No. 2 thereto dated as of November 20, 2009 (the “2004 Note Purchase Agreement”), and pursuant to which the Company’s 6.66% Series 2004-1 Tranche A Senior Notes due 2011, 7.14% Series 2004-1 Tranche B Senior Notes due 2014 and 7.46% Series 2004-1 Tranche C Senior Notes due 2016 (the “Existing 2004 Senior Notes”) were issued; and

     (iii) Amendment No. 2 to the Note Purchase Agreement, dated as of October 1, 2007, among the Company and the noteholders party thereto, as amended by Amendment No. 1 thereto dated as of November 20, 2009 (the “2007 Note Purchase Agreement” and, together with the 2004 Note Purchase Agreement, the “Note Purchase Agreements”), and pursuant to which the Company’s 7.62% Series A Senior Notes due October 1, 2012, 7.94% Series B Senior Notes due October 1, 2014 and Floating Rate Series C Notes due October 1, 2012 (the “Existing 2007 Senior Notes” and, together with the Existing 2004 Senior Notes, the “Existing Senior Notes”) were issued.

     The Company amended the Credit Agreement to, among other things, (i) permit a registered offering under the Securities Act of 1933, as amended (the “Securities Act”), of certain convertible senior subordinated notes (“convertible notes”) and the concurrent entry into convertible note hedge transactions and warrant transactions, and (ii) extend the maturity of a portion of its outstanding and available borrowings. In connection with such extension, the Company agreed, among other things, to repay $200.0 million of outstanding term loan borrowings under the Credit Agreement. See “—Amendment to the Credit Agreement” below.

     The Company amended the Note Purchase Agreements principally to permit an offering of certain convertible notes and the concurrent entry into convertible note hedge transactions and warrant transactions. See “—Amendments to the Note Purchase Agreements” below.

Amendment to the Credit Agreement

      The amendment to the Credit Agreement was effected to permit certain terms of the convertible notes and the concurrent convertible note hedge transactions and warrant transactions. Specifically, the amendment to the Credit Agreement amended restrictions on indebtedness, restricted payments and swap agreements and an event of default provision

(collectively, the “Convertible Notes Amendments”). The Convertible Notes Amendments became effective on August 2, 2010.

     In addition, upon the closing of a certain offering of convertible notes, the prepayment of $200.0 million of existing term loan borrowings under the Credit Agreement and the satisfaction of additional customary conditions, and provided that the following amendments shall take effect no later than September 30, 2010, the Credit Agreement will be further amended to:

     (i) extend the final maturity date of $363.9 million of the $400.0 million term loan facility (as amended) under the Credit Agreement and $366.3 million of the commitments under the $400.0 million revolving credit facility under the Credit Agreement from October 1, 2012 to October 1, 2014;

     (ii) increase the applicable interest rate margin for such extended loans and commitments, such that the range of the applicable margin for extended borrowings (both revolving and term) bearing interest at the “base rate” will increase from a low of 0.00% to a low of 0.50% and from a high of 0.50% to a high of 1.75%, the range of the applicable margin for extended borrowings bearing interest at the “LIBOR rate” will increase from a low of 0.625% to a low of 1.50% and from a high of 1.50% to a high of 2.75% and increase the commitment fee rate for such extended commitments. Such that the range of the commitment fee rate will increase from a low of 0.15% to a low of 0.375% and from a high of 0.30% to a high of 0.50%, in each case dependent on a ratio of total debt to EBITDA (earnings before interest, taxes, depreciation and amortization);

     (iii) implement an amortization schedule for the extended term loans, requiring quarterly payments of 2.5% of the original principal amount of such extended term loans with such payments commencing on December 31, 2012;

     (iv) permit the Company to request lenders to provide the Company with an additional $200.0 million in the aggregate of revolving commitments or term loans under the Credit Agreement (as amended) on terms to be agreed and subject to lenders agreeing to provide such additional revolving commitments or term loans;

     (v) amend the restrictions on indebtedness to permit an additional $200.0 million of indebtedness for unsecured senior subordinated or subordinated notes;

     (vi) allow for the release of certain non-core guarantors from their guaranty under the Credit Agreement and the release of pledged stock of certain foreign subsidiaries;

     (vii) add a mandatory prepayment of term loans under the Credit Agreement upon the occurrence of certain prepayments in cash of certain convertible notes, either in satisfaction of the rights of the holders of such convertible notes to convert or the rights of the holders of such convertible notes to require repurchase of the convertible notes upon a fundamental change (as defined in the indenture governing such convertible notes), in an amount equal to the amount used to prepay the applicable convertible notes to be ratably applied to the term loans under the Credit Agreement and the Existing Senior Notes;

     (viii) amend the definition of “Consolidated EBITDA” to permit add-backs for fees and expenses incurred in connection with the $200.0 million repayment of existing term loan

borrowings under the Credit Agreement and the prepayment make-whole amounts in connection with any prepayment on the Existing Senior Notes, with such amendment only to take effect upon the prepayment of all of the Existing Senior Notes or the amendment of such Existing Senior Notes to permit corresponding add-backs;

     (ix) provide that upon the prepayment of all of the Existing Senior Notes or the amendment of such Existing Senior Notes to increase the permitted leverage ratio to a level above 3.5 to 1, the Credit Agreement will automatically be amended to provide for either (x) an increase of the leverage ratio covenant to 4.0 to 1 (in the case of prepayment of the Existing Senior Notes) or (y) the corresponding increase in the leverage ratio covenant in the Existing Senior Notes (up to a leverage ratio of 4.0 to 1); and

     (x) provide that upon the prepayment of all of the Existing Senior Notes or the amendment of such Existing Senior Notes to increase the pro forma leverage ratio restriction for permitted acquisitions to a level above 3.50 to 1, the Credit Agreement will automatically be amended to provide for either (x) an increase of the pro forma leverage ratio restriction for permitted acquisitions to 3.75 to 1 (in the case of prepayment of the Existing Senior Notes) or (y) the corresponding increase in the pro forma leverage ratio restriction for permitted acquisitions in the Existing Senior Notes (up to a pro forma leverage ratio of 3.75 to 1).

     The description of the amendment to the Credit Agreement is qualified in its entirety by the copy thereof which is attached as Exhibit 10.1 and incorporated herein by reference.

Amendments to the Note Purchase Agreements

     The amendments to the Note Purchase Agreements were effected to permit certain terms of certain convertible notes and the concurrent convertible note hedge transactions and warrant transactions. Specifically, the amendments to the Note Purchase Agreements amended restrictions on indebtedness, restricted payments and swap agreements and an event of default provision in connection with certain convertible notes. In addition, the holders of the Existing Senior Notes consented to the subordination provisions that would apply to offerings of certain convertible notes.

     In addition, the amendments to the Note Purchase Agreements added a mandatory offer to prepay the Existing Senior Notes upon the occurrence of certain prepayments in cash of certain convertible notes, either in satisfaction of the rights of the holders of such convertible notes to convert or in satisfaction of the rights of the holders of such convertible notes to require repurchase of the convertible notes upon a fundamental change (as defined in the indenture governing such convertible notes), in an amount equal to the amount used to prepay certain convertible notes to be ratably applied to the Existing Senior Notes and the term loans under the Credit Agreement.

     In connection with the amendments, the Company agreed, within 45 days of the closing of an offering of certain convertible notes on or prior to December 31, 2010, to prepay (i) all of the outstanding Existing 2007 Senior Notes and (ii) term loan borrowings under the Credit Agreement in an amount equal to the lesser of $200.0 million and such amount equal to the difference between the gross proceeds from such offering of convertible notes and the amount applied to prepay all of the outstanding Existing 2007 Senior Notes.

     If the Company does not issue certain convertible notes on or prior to December 31, 2010, the amendments to the Note Purchase Agreements become void and without further effect.

     The description of the amendments to the Note Purchase Agreements is qualified in its entirety by the copies thereof which are attached as Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1 Amendment No. 3, dated as of August 2, 2010, to the Credit Agreement dated as of October 1, 2007 among Teleflex Incorporated, as borrower, the guarantors party thereto, the lending institutions identified in the therein, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended.

10.2 Amendment No. 3, dated as of August 2, 2010, to the Note Purchase Agreement, dated as of July 8, 2004, among Teleflex Incorporated and the noteholders party thereto, as amended by the First Amendment thereto dated as of October 1, 2007, and Amendment No. 2 thereto dated as of November 20, 2009.

10.3 Amendment No. 2, dated as of August 2, 2010, Note Purchase Agreement, dated as of October 1, 2007, among Teleflex Incorporated and the noteholders party thereto, as amended by Amendment No. 1 thereto dated as of November 20, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 3, 2010
	TELEFLEX INCORPORATED
	By:	/s/ RICHARD A. MEIER
		Richard A. Meier
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 3, dated as of August 2, 2010, to the Credit Agreement dated as of October 1, 2007 among Teleflex Incorporated, as borrower, the guarantors party thereto, the lending institutions identified in the therein, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended.
10.2	Amendment No. 3, dated as of August 2, 2010, to the Note Purchase Agreement, dated as of July 8, 2004, among Teleflex Incorporated and the noteholders party thereto, as amended by the First Amendment thereto dated as of October 1, 2007, and Amendment No. 2 thereto dated as of November 20, 2009.
10.3	Amendment No. 2, dated as of August 2, 2010, Note Purchase Agreement, dated as of October 1, 2007, among Teleflex Incorporated and the noteholders party thereto, as amended by Amendment No. 1 thereto dated as of November 20, 2009.

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3

          AMENDMENT NO. 3 (this “Amendment”) dated as of August 2, 2010 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 “LENDER” on the Amendment No. 3 Lender Addendum and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

          WHEREAS, the Borrower, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), the Guarantors party thereto, JPMCB, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), the Administrative Agent and Bank of America, N.A., as syndication 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, the “Credit Agreement”); and

          WHEREAS, the Borrower, the Guarantors and the Lenders wish to amend the Credit Agreement in certain respects;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          Section 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined are used herein as defined in the Credit Agreement.

          Section 2. Amendments. Subject to the satisfaction of the conditions precedent in, and effective as provided in, Section 4 hereof, the Credit Agreement shall be amended as follows:

          2.01. General References. 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. Defined Terms.

          A. Section 1.01 of the Credit Agreement shall be amended by amending the following definitions (to the extent already included in said Section 1.01) and inserting the following definitions in the appropriate alphabetical location (to the extent not already included in said Section 1.01):

     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate for such day plus 0.50% and (c) the LIBO Rate for the offering of Dollar deposits for a one month Interest Period commencing on such day plus 1.00%. For purposes of clause (c) of the immediately preceding sentence, such LIBO Rate shall be determined by the Administrative Agent based upon rates appearing on Reuters Screen LIBOR01 Page and otherwise in accordance with the definition of “LIBO Rate”, except that (i) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (ii) if a given day is not a Business Day, such LIBO Rate for such day shall be the rate determined by the Administrative Agent pursuant to the preceding clause (i) for the most recent Business Day preceding such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and

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including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, the Prime Rate or such LIBO Rate, as the case may be.

     “Amendment No. 3” means that certain Amendment No. 3 dated as of August 2, 2010 to this Agreement, between the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

     “Amendment No. 3 Effective Date” means the date on which the conditions specified in Section 4.02 of Amendment No. 3 are satisfied (or waived by the Required Lenders).

     “Amendment No. 3 Lender Addendum” means, with respect to any Lender, the Amendment No. 3 Lender Addendum substantially in the form of Exhibit A to Amendment No. 3 (with such changes thereto, or in such other form, as shall be satisfactory to the Administrative Agent).

     “Applicable Rate” means, for each day:

     (a) with respect to the Tranche 1 Revolving Credit Loans or the Tranche 1 Revolving Credit Commitments, the applicable rate per annum set forth under the heading “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, respectively, in the Tranche 1 Pricing Grid based upon the Leverage Ratio as of the most recent determination date (or otherwise determined in accordance with this definition);

     (b) with respect to the Tranche 2 Revolving Credit Loans or the Tranche 2 Revolving Credit Commitments, the applicable rate per annum set forth under the heading “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, respectively, in the Tranche 2 Pricing Grid based upon the Leverage Ratio as of the most recent determination date (or otherwise determined in accordance with this definition);

     (c) with respect to the Tranche 1 Term Loans, the applicable rate per annum set forth under the heading “ABR Spread” or “Eurocurrency Spread” in the Tranche 1 Pricing Grid based upon the Leverage Ratio as of the most recent determination date (or otherwise determined in accordance with this definition); and

     (d) with respect to the Tranche 2 Term Loans, the applicable rate per annum set forth under the heading “ABR Spread” or “Eurocurrency Spread” in the Tranche 2 Pricing Grid based upon the Leverage Ratio as of the most recent determination date (or otherwise determined in accordance with this definition);

provided that, for purposes of clauses (b) and (d) above only, for the period from and including the Amendment No. 3 Effective Date to but excluding the effective date of the next change in the Leverage Ratio pursuant to the immediately succeeding sentence, the Applicable Rate shall be deemed to fall within Category 3 of the Tranche 2 Pricing Grid. For purposes of the Tranche 1 Pricing Grid or the Tranche 2 Pricing Grid, as applicable (each a “Pricing Grid”), (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date three Business Days after delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided, further, that the Leverage Ratio shall be deemed to be in Category 1 of the applicable

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Pricing Grid (A) at any time that an Event of Default has occurred and is continuing or (B) if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Syndicated Revolving Credit Loans, Syndicated Term Loans, Competitive Loans or Swingline Loans. For the avoidance of doubt, except as otherwise expressly provided herein, (a) the Tranche 1 Revolving Credit Commitments and the Tranche 2 Revolving Credit Commitments (and the Revolving Credit Loans made thereunder) shall be considered to be the same Class and (b) the Tranche 1 Term Loans and the Tranche 2 Term Loans shall be considered to be the same Class.

     “Commitment” means a Revolving Credit Commitment, a New Tranche 2 Revolving Credit Commitment, a Term Loan Commitment, a New Tranche 2 Term Loan Commitment, an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, or any combination thereof (as the context requires) and without duplication.

     “Consolidated EBITDA” means, for any period, the sum, for the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following:

     (a) Consolidated Net Income for such period;

     plus (b) without duplication and to the extent reflected as a charge in the income statement for such period, the sum of:

     (i) income tax expense;

     (ii) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans);

     (iii) depreciation and amortization expense, including amortization of intangibles (including, but not limited to, goodwill);

     (iv) transaction costs, fees and expenses related to the Arrow Acquisition, the Transactions and the Senior Notes Transactions in an aggregate amount not exceeding $30,000,000;

     (v) non-recurring charges and expenses related to the closing of certain of the Borrower’s facilities in an aggregate amount not exceeding $15,000,000 through September 30, 2008;

     (vi) non-recurring integration costs and expenses related to the Arrow Acquisition in an aggregate amount not exceeding $45,000,000 for the period from the Effective Date through December 31, 2009;

     (vii) non-cash costs associated with inventory purchase price adjustments and in-process research and development for the period from the Effective Date through December 31, 2008;

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     (viii) non-cash stock-based compensation expense relating to stock options and restricted stock granted to employees and directors, and cash-based option expenses and change of control payments related to the Arrow Acquisition in an aggregate amount not exceeding $45,000,000 through September 30, 2008;

     (ix) other extraordinary, unusual or non-recurring non-cash charges;

     (x) net cost savings and other acquisition synergies directly attributable to the Arrow Acquisition within one year of the date hereof that are projected by the Borrower in good faith to result therefrom and supportable or quantifiable by appropriate records in an aggregate amount not exceeding (A) $34,400,000 for the period of four consecutive fiscal quarters ended September 30, 2007, (B) $33,000,000 for the period of four consecutive fiscal quarters ended December 31, 2007, (C) $29,000,000 for the period of four consecutive fiscal quarters ended March 31, 2008, (D) $24,000,000 for the period of four consecutive fiscal quarters ended June 30, 2008 and (E) $17,000,000 for the period of four consecutive fiscal quarters ended September 30, 2008 (it being understood that any amounts to be added to Consolidated Net Income for any such period pursuant to this clause (x) shall not include any amounts that have been taken into account in the determination of the Consolidated Net Income for such period); and

     (xi) if at any time on or after the Amendment No. 3 Effective Date either (A) all of the outstanding Senior Notes have been paid or prepaid in full or (B) all of the outstanding Senior Notes (and the related Senior Note Purchase Agreements) shall have been amended to provide for an add-back for purposes of the definition contained therein corresponding to this definition for (I) transaction costs, fees and expenses related to the prepayment of Term Loans contemplated by Section 4.02(c) of Amendment No. 3 and/or (II) make-whole amounts and/or prepayment penalties or premiums paid by the Borrower on or after the Amendment No. 3 Effective Date in respect of the prepayment of any Senior Notes, then, effective upon written notice by the Borrower to the Administrative Agent of such payment or prepayment or upon receipt by the Administrative Agent of a signed copy of such amendment(s) reasonably acceptable to the Administrative Agent, as applicable, this definition shall automatically be deemed amended to include (x) in the case of (A) above, both such add-backs referred to in (I) and (II) above and (y) in the case of (B) above, either or both of such add-backs to the extent permitted under the Senior Notes as so amended;

     minus (c) to the extent included in the statement of such Consolidated Net Income for such period, extraordinary, unusual or non-recurring income or gains;

provided that with respect to any such period in which (x) the Arrow Acquisition shall have been consummated, (y) any Person consolidates with or merges with the Borrower or any Subsidiary, or conveys, transfers or leases all or substantially all of its assets in a single transaction or series of transactions to the Borrower or any Subsidiary, and concurrently therewith becomes a Subsidiary, in a transaction constituting a Material Acquisition or (z) any Person ceases to be a Subsidiary during such period, or the Borrower or any Subsidiary shall have made a Material Disposition, EBITDA for such period shall be calculated on a pro forma basis so as to give effect to such event as of the first day of such period; provided, further, that any operations classified as “discontinued operations” shall be included in the calculation of Consolidated EBITDA. As used in this definition, “Material Acquisition” means any Acquisition of property or series of related Acquisitions that involves the payment of consideration by the Borrower and its Subsidiaries in

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excess of $10,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower and its Subsidiaries in excess of $10,000,000.

     “Convertible Notes” means the convertible notes of the Borrower issued pursuant to Section 6.01(i).

     “Credit Party” means the Administrative Agent, any Issuing Lender, the Swingline Lender and any other Revolving Credit Lender.

     “Dollar Revolving Credit Sub-Commitment” means, with respect to each Dollar Revolving Credit Lender, the commitment, if any, of such Dollar Revolving Credit Lender to make Syndicated Revolving Credit Loans in Dollars and to acquire participations in Letters of Credit denominated in Dollars and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Dollar Revolving Credit Exposure hereunder, as such commitment may be (a) reduced pursuant to Section 2.09 or increased pursuant to Section 2.20 from time to time and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Revolving Credit Lender’s Dollar Revolving Credit Sub-Commitment under the respective Tranches as of the Amendment No. 3 Effective Date is set forth on Schedule 2.01, or in the Assignment and Assumption or other agreement entered into under Section 2.20 pursuant to which such Lender shall have assumed its Dollar Revolving Credit Commitment, as applicable.

     “Guarantors” means (a) each Domestic Subsidiary of the Borrower as of the Effective Date (after giving effect to the Arrow Acquisition, but excluding any Excluded Subsidiary and any Released Subsidiary) and (b) each other Subsidiary of the Borrower that shall become a Guarantor pursuant to Section 5.09, in each case so long as such Subsidiary shall remain a Guarantor party hereto.

     “Incremental Lender” has the meaning assigned to such term in Section 2.20.

     “Incremental Loan Effective Date” has the meaning assigned to such term in Section 2.20.

     “Incremental Revolving Credit Commitment” has the meaning assigned to such term in Section 2.20.

     “Incremental Revolving Credit Lender” has the meaning assigned to such term in Section 2.20.

     “Incremental Term Lender” has the meaning assigned to such term in Section 2.20.

     “Incremental Term Loan” has the meaning assigned to such term in Section 2.20.

     “Incremental Term Loan Commitment” has the meaning assigned to such term in Section 2.20.

     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or other agreement entered into pursuant to Section 2.20, other than any such Person that ceases to be a party hereto

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pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

     “Multicurrency Revolving Credit Sub-Commitment” means, with respect to each Multicurrency Revolving Credit Lender, the commitment, if any, of such Multicurrency Revolving Credit Lender to make Syndicated Revolving Credit Loans and to acquire participations in Letters of Credit hereunder, in each case in Dollars or an Agreed Foreign Currency, expressed as a Dollar amount representing the Dollar Equivalent of the maximum aggregate amount of such Lender’s Multicurrency Revolving Credit Exposure hereunder, as such commitment may be (a) reduced pursuant to Section 2.09 or increased pursuant to Section 2.20 from time to time and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Revolving Credit Lender’s Multicurrency Revolving Credit Sub-Commitment under the respective Tranches as of the Amendment No. 3 Effective Date is set forth on Schedule 2.01, or in the Assignment and Assumption or other agreement entered into under Section 2.20 pursuant to which such Lender shall have assumed its Multicurrency Revolving Credit Commitment, as applicable.

     “New Tranche 2 Revolving Credit Lender” means a Person (including a Revolving Credit Lender immediately prior to the Amendment No. 3 Effective Date) which has agreed pursuant to an Amendment No. 3 Lender Addendum to be a Tranche 2 Revolving Credit Lender and provide a New Tranche 2 Revolving Credit Commitment as of the Amendment No. 3 Effective Date (which may be effected by assignment of all or a portion of one or more Revolving Credit Commitments from one or more existing Revolving Credit Lenders as of the Amendment No. 3 Effective Date).

     “New Tranche 2 Revolving Credit Commitment” means, with respect to each New Tranche 2 Revolving Credit Lender, the Tranche 2 Revolving Credit Commitment of such Lender in the amount set forth on Schedule 2.01.

     “New Tranche 2 Term Lender” means a Person (including a Term Lender immediately prior to the Amendment No. 3 Effective Date) which has agreed pursuant to an Amendment No. 3 Lender Addendum to be a Tranche 2 Term Lender and provide a New Tranche 2 Term Loan Commitment as of the Amendment No. 3 Effective Date (which may be effected by assignment of all or a portion of one or more Term Loans from one or more existing Term Lenders as of the Amendment No. 3 Effective Date).

     “New Tranche 2 Term Loan Commitment” means, with respect to each New Tranche 2 Term Lender, the commitment of such Lender to make a Syndicated Term Loan hereunder on the Amendment No. 3 Effective Date in the amount set forth on Schedule 2.01.

     “Prepayment Event” means (a) any Asset Sale, (b) any Prepayment Asset Sale, (c) any Recovery Event, (d) any the issuance or incurrence of any Indebtedness or (e) any Qualifying Convertible Notes Payment.

     “Qualifying Convertible Notes” means (a) the Convertible Notes issued as of the Amendment No. 3 Effective Date and (b) any other “Qualifying Convertible Notes” (as such term is defined in the Senior Note Purchase Agreements, as amended as of the Convertible Notes Amendments Effective Date (as such term is defined in Amendment No. 3)) issued after the Amendment No. 3 Effective Date.

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     “Qualifying Convertible Notes Payment” means the sum of all payments in cash by the Borrower in respect of Qualifying Convertible Notes to any holders thereof made or paid in connection with the exercise by such holders of their right to require repurchase upon a fundamental change (as defined under the indenture governing such series of Qualifying Convertible Notes) and/or in connection with the exercise by such holders of their conversion rights and the Borrower satisfies its conversion obligation upon such exercise in full or in part in cash, and the aggregate amount of all such cash payments exceeds $30,000,000 (such amount, the “Qualifying Convertible Notes Payment Amount”); provided that, following the occurrence of the first Qualifying Convertible Notes Payment (if any), the Qualifying Convertible Notes Payment Amount shall be reduced from $30,000,000 to $5,000,000.

     “Qualifying Convertible Notes Payment Amount” has the meaning assigned to such term in the definition of “Qualifying Convertible Notes Payment”.

     “Released Subsidiary” means any Subsidiary listed on Schedule 1 to Amendment No. 3.

     “Relevant Application Date” means (a) with respect to any issuance or incurrence of any Indebtedness, the date of such incurrence or issuance, (b) with respect to any Recovery Event, (i) the fifth Business Day after such Recovery Event (unless, prior thereto, a Reinvestment Notice shall have been delivered to the Administrative Agent in respect thereof) and (ii) each Reinvestment Prepayment Date with respect thereto, (c) with respect to any Asset Sale, the fifth Business Day after such Asset Sale, (d) with respect to any Prepayment Asset Sale, the date on which the Term Loans are required to be prepaid pursuant to the proviso contained in Section 6.04(f), (e) with respect to any Qualifying Convertible Notes Payment, the date of such payment is made by the Borrower and (f) with respect to any Prepayment Event, the Business Day immediately following the expiration of the relevant period for acceptance of the offer to prepay the Senior Notes under the relevant Senior Note Purchase Agreement as a result of such Prepayment Event.

     “Relevant Share” means, with respect to any Prepayment Event, (a) as of the initial Relevant Application Date therefor, a ratio equal to (i) the aggregate outstanding principal amount of the Term Loans on such date over (ii) the sum of the aggregate outstanding principal amount of the Term Loans plus the aggregate outstanding principal amount of the Senior Notes under the Senior Note Purchase Agreements that require the Borrower to make an offer to prepay such Senior Notes as a result of such Prepayment Event and (b) as of the relevant Business Day with respect to such Prepayment Event determined under clause (f) of the definition of “Relevant Application Date”, the remaining portion of such Net Cash Proceeds (if any) that the Borrower is not required to apply to the prepayment of such Senior Notes pursuant to such Senior Note Purchase Agreements.

     “Revolving Credit Commitment” means a Tranche 1 Revolving Credit Commitment or a Tranche 2 Revolving Credit Commitment, and shall include an Incremental Revolving Credit Commitment.

     “Revolving Credit Commitment Termination Date” means (a) with respect to the Tranche 1 Revolving Credit Commitments, the Tranche 1 Revolving Credit Commitment Termination Date, and (b) with respect to the Tranche 2 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitment Termination Date.

     “Revolving Credit Lender” means a Tranche 1 Revolving Credit Lender or a Tranche 2 Revolving Credit Lender (including an Incremental Revolving Credit Lender).

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     “Revolving Credit Loans” means the Tranche 1 Revolving Credit Loans and the Tranche 2 Revolving Credit Loans.

     “Term Lender” means a Tranche 1 Term Lender, a Tranche 2 Term Lender or (without duplication) an Incremental Term Lender.

     “Term Loan Maturity Date” means (a) with respect to the Tranche 1 Term Loans, the Tranche 1 Term Loan Maturity Date, and (b) with respect to the Tranche 2 Term Loans, the Tranche 2 Term Loan Maturity Date.

     “Term Loans” means the Tranche 1 Term Loans, the Tranche 2 Term Loans and (without duplication) the Incremental Term Loans.

     “Tranche” means (a) when used in reference to any Revolving Credit Lender, Revolving Credit Commitment or Revolving Credit Loan or Borrowing, refers to whether such Lender is a Tranche 1 Revolving Credit Lender or a Tranche 2 Revolving Credit Lender, such Revolving Credit Commitment is a Tranche 1 Revolving Credit Commitment or a Tranche 2 Revolving Credit Commitment or such Revolving Credit Loan is a Tranche 1 Revolving Credit Loan or a Tranche 2 Revolving Credit Loan or (b) when used in reference to any Term Lender or Term Loan or Borrowing, refers to whether such Lender is a Tranche 1 Term Lender or a Tranche 2 Term Lender or such Term Loan is a Tranche 1 Term Loan or a Tranche 2 Term Loan.

     “Tranche 1 Pricing Grid” means the following pricing grid:

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								Commitment Fee
								Rate
								(Tranche 1
	Leverage	ABR			Eurocurrency			Revolving Credit
	Ratio	Spread			Spread			Commitments only)
Category 1:	> 3.75 to 1		0.50	%		1.50	%		0.30	%
Category 2:	> 3.00 to 1 and < 3.75 to 1		0.25	%		1.25	%		0.25	%
Category 3:	> 2.25 to 1 and < 3.00 to 1		0	%		1.00	%		0.225	%
Category 4:	> 1.50 to 1 and < 2.25 to 1		0	%		0.875	%		0.20	%
Category 5:	> 0.75 to 1 and < 1.50 to 1		0	%		0.75	%		0.175	%
Category 6:	< 0.75 to 1		0	%		0.625	%		0.15	%

     “Tranche 1 Revolving Credit Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Tranche 1 Revolving Credit Commitment Termination Date and the date of termination of the Tranche 1 Revolving Credit Commitments.

     “Tranche 1 Revolving Credit Commitment” means, with respect to each Tranche 1 Revolving Credit Lender, its Dollar Revolving Credit Sub-Commitment and/or its Multicurrency Revolving Credit Sub-Commitment, if any.

     “Tranche 1 Revolving Credit Commitment Termination Date” means October 1, 2012 (or if such day is not a Business Day, the immediately preceding Business Day).

     “Tranche 1 Revolving Credit Lenders” means the Revolving Credit Lenders that are not Tranche 2 Revolving Credit Lenders.

     “Tranche 1 Revolving Credit Loans” means the loans made by the Tranche 1 Revolving Credit Lenders pursuant to Section 2.01(a)(i).

     “Tranche 1 Term Lenders” means the Term Lenders that are not Tranche 2 Term Lenders or Incremental Term Lenders.

     “Tranche 1 Term Loan Maturity Date” means October 1, 2012 (or if such day is not a Business Day, the immediately preceding Business Day).

     “Tranche 1 Term Loans” means the term loans held by the Tranche 1 Term Lenders.

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     “Tranche 1 Termination Date” means the date on which each of the following shall have occurred: (a) the Tranche 1 Revolving Credit Commitment Termination Date, (b) no Revolving Credit Exposure by the Tranche 1 Revolving Credit Lenders shall be outstanding and (c) the Tranche 1 Term Loans shall be paid in full.

     “Tranche 2 Pricing Grid” means the following pricing grid:

	Leverage	ABR			Eurocurrency			Commitment
	Ratio	Spread			Spread			Fee Rate
Category 1:	> 3.75 to 1		1.75	%		2.75	%		0.50	%
Category 2:	> 3.00 to 1 and < 3.75 to 1		1.50	%		2.50	%		0.50	%
Category 3:	> 2.25 to 1 and < 3.00 to 1		1.25	%		2.25	%		0.375	%
Category 4:	> 1.50 to 1 and < 2.25 to 1		1.00	%		2.00	%		0.375	%
Category 5:	> 0.75 to 1 and < 1.50 to 1		0.75	%		1.75	%		0.375	%
Category 6:	< 0.75 to 1		0.50	%		1.50	%		0.375	%

     “Tranche 2 Revolving Credit Availability Period” means the period from and including the Amendment No. 3 Effective Date to but excluding the earlier of the Tranche 2 Revolving Credit Commitment Termination Date and the date of termination of the Tranche 2 Revolving Credit Commitments.

     “Tranche 2 Revolving Credit Commitment” means, with respect to each Tranche 2 Revolving Credit Lender, its Dollar Revolving Credit Sub-Commitment and/or its Multicurrency Revolving Credit Sub-Commitment, if any.

     “Tranche 2 Revolving Credit Commitment Termination Date” means October 1, 2014 (or if such day is not a Business Day, the immediately preceding Business Day).

     “Tranche 2 Revolving Credit Lenders” means (a) each Revolving Credit Lender with a Revolving Credit Commitment that has agreed pursuant to an Amendment No. 3 Lender Addendum to be a “Tranche 2 Revolving Credit Lender”, (b) each New Tranche 2 Revolving Credit Lender and (c) each Incremental Revolving Credit Lender.

     “Tranche 2 Revolving Credit Loans” means the loans made by the Tranche 2 Revolving Credit Lenders pursuant to Section 2.01(a)(ii).

     “Tranche 2 Term Lenders” means (a) each Term Lender which holds a Term Loan that has agreed pursuant to an Amendment No. 3 Lender Addendum to be a “Tranche 2 Term Lender”

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hereunder, (b) each New Tranche 2 Term Lender and (c) each Incremental Term Lender that makes an Incremental Term Loan that is treated as a Tranche 2 Term Loan pursuant to Section 2.20.

     “Tranche 2 Term Loan Maturity Date” means October 1, 2014 (or if such day is not a Business Day, the immediately preceding Business Day).

     “Tranche 2 Term Loan Principal Payment Dates” means (a) the Quarterly Dates of each year, commencing with the Quarterly Date falling on or nearest to December 31, 2012 through the Quarterly Date falling on or nearest to June 30, 2014 and (b) the Tranche 2 Term Loan Maturity Date.

     “Tranche 2 Term Loans” means the term loans held by the Tranche 2 Term Lenders.

          B. The following definitions in Section 1.01 of the Credit Agreement shall be deleted in their entirety: “Assuming Revolving Credit Lender”; “Increasing Revolving Credit Lender”; “Principal Payment Date”; “Revolving Credit Commitment Increase” and “Revolving Credit Commitment Increase Date”.

          C. GAAP. Section 1.04 of the Credit Agreement will be amended and restated in its entirety to read as follows:

     “SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of any provision hereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request such elimination of a change in GAAP), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance with Section 9.02. To enable the ready and consistent determination of compliance with the covenants set forth in Article VI, the Borrower will not change the last day of its fiscal year and fiscal quarters in effect on the date hereof.”

          2.03. Revolving Credit Loans. Section 2.01(a) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(a) Revolving Credit Loans.

     (i) Subject to the terms and conditions set forth herein, (A) each Dollar Revolving Credit Lender that is a Tranche 1 Revolving Credit Lender agrees to make Syndicated Revolving Credit Loans in Dollars to the Borrower from time to time during the Tranche 1 Revolving Credit Availability Period in an aggregate principal amount that will not result in (x) such Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Sub-Commitment, (y) the total Dollar Revolving Credit Exposures exceeding the aggregate amount of the Dollar Revolving Credit Sub-Commitments or (z) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the aggregate amount of the Revolving Credit Commitments and (B) each Multicurrency Revolving Credit Lender that is a Tranche 1 Revolving Credit Lender agrees to make Syndicated Revolving

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Credit Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Tranche 1 Revolving Credit Availability Period in an aggregate principal amount that will not result in (x) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Sub-Commitment, (y) the total Multicurrency Revolving Credit Exposures exceeding the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (z) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the aggregate amount of the Revolving Credit Commitments.

     (ii) Subject to the terms and conditions set forth herein, (A) each Dollar Revolving Credit Lender that is a Tranche 2 Revolving Credit Lender agrees to make Syndicated Revolving Credit Loans in Dollars to the Borrower from time to time during the Tranche 2 Revolving Credit Availability Period in an aggregate principal amount that will not result in (x) such Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Sub-Commitment, (y) the total Dollar Revolving Credit Exposures exceeding the aggregate amount of the Dollar Revolving Credit Sub-Commitments or (z) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the aggregate amount of the Revolving Credit Commitments and (B) each Multicurrency Revolving Credit Lender that is a Tranche 2 Revolving Credit Lender agrees to make Syndicated Revolving Credit Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Tranche 2 Revolving Credit Availability Period in an aggregate principal amount that will not result in (x) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Sub-Commitment, (y) the total Multicurrency Revolving Credit Exposures exceeding the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (z) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the aggregate amount of the Revolving Credit Commitments.

     (iii) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Syndicated Revolving Credit Loans.

     (iv) Notwithstanding anything herein to the contrary, so long as any Tranche 1 Revolving Credit Commitment shall be in effect , but subject to Section 2.01(a)(v), the Borrower will not borrow Revolving Credit Loans of any Tranche unless it shall simultaneously borrow Revolving Credit Loans of the other Tranche(s) and, in the case of Eurocurrency Loans, in the same Currency and with the same Interest Period, in an aggregate amount such that the Revolving Credit Loan made by each Revolving Credit Lender on the occasion of such borrowing shall equal its Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the aggregate amount borrowed.

     (v) Notwithstanding any other provision of this Agreement, at any time after the Amendment No. 3 Effective Date any Tranche 1 Revolving Credit Lender may, with the agreement of the Borrower and the consent of the Administrative Agent (such consent not to unreasonably withheld), convert all (but not less than all) of its Tranche 1 Revolving Credit Commitment and related Revolving Credit Exposure (including Tranche 1 Revolving Credit Loans) to a Tranche 2 Revolving Credit Commitment and Revolving Credit Exposure of such Tranche (including Tranche 2 Revolving Credit Loans), and as of the effective date of such conversion such Lender’s Revolving Credit Commitment (and related Revolving Credit Exposure) shall be deemed to be a Tranche 2 Revolving Credit Commitment (and such Revolving Credit Exposure shall be outstanding under such Tranche).”

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          2.04. Term Loans. Section 2.01(b) of the Credit Agreement shall be amended by inserting, immediately after the first sentence thereof, the following new sentences to read as follows:

“Subject to the terms and conditions set forth herein, each New Tranche 2 Term Lender agrees to make a Syndicated Term Loan in Dollars to the Borrower on the Amendment No. 3 Effective Date in a principal amount equal to its New Tranche 2 Term Loan Commitment; provided that, notwithstanding anything herein to the contrary, such new Syndicated Term Loans shall be proportionately in the same Types of Loans as the Term Loans outstanding as of the Amendment No. 3 Effective Date (after giving effect to the prepayment of such Term Loans contemplated by Section 4.02(c) of Amendment No. 3) and, in the case of Eurocurrency Loans, having an Interest Period or Interest Periods ending on the last day(s) of the Interest Period(s) for such outstanding Eurocurrency Term Loans. Notwithstanding any other provision of this Agreement, at any time after the Amendment No. 3 Effective Date any Tranche 1 Term Lender may, with the agreement of the Borrower and the consent of the Administrative Agent (such consent not to unreasonably withheld), convert all (but not less than all) of its Tranche 1 Term Loan to a Tranche 2 Term Loan.”

          2.05. Loans and Borrowings. Section 2.02(d) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(d) Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Syndicated Eurocurrency Borrowing) (i) any Revolving Credit Eurodollar Borrowing if the Interest Period requested therefor would end after (x) at any time prior to the Tranche 1 Revolving Credit Commitment Termination Date, the Tranche 1 Revolving Credit Commitment Termination Date or (y) thereafter, the Tranche 2 Revolving Credit Commitment Termination Date or (ii) any Term Eurodollar Borrowing if the Interest Period requested therefor would end after (x) at any time prior to the Tranche 1 Term Loan Maturity Date, the Tranche 1 Term Loan Maturity Date or (y) thereafter, the Tranche 2 Term Loan Maturity Date.”

          2.06. Competitive Bid Procedure. Section 2.04(a) of the Credit Agreement shall be amended by replacing the words “during the Revolving Credit Availability Period” with the words “prior to the termination of the Revolving Credit Commitments”.

          2.07. Swingline Loans. Section 2.05 of the Credit Agreement shall be amended as follows:

          A. Section 2.05(a) shall be amended by replacing the words “during the Revolving Credit Availability Period” with the words “prior to the termination of the Revolving Credit Commitments”.

          B. Section 2.05(c) shall be amended by amended by inserting a new sentence at the end of the second paragraph hereof to read as follows:

“For avoidance of doubt, so long as any Tranche 1 Revolving Credit Commitment shall be in effect, the allocations contemplated by the immediately preceding sentence shall be made ratably between the Tranche 1 Revolving Credit Commitments and the Tranche 2 Revolving Credit Commitments, such that the Revolving Credit Lenders shall have participations in the outstanding Swingline Loans in accordance with their respective Dollar Applicable Percentage or Multicurrency Applicable Percentage (as applicable) thereof.

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          2.08. Letters of Credit. Section 2.06 of the Credit Agreement shall be amended as follows:

          A. Section 2.06(a) shall be amended by replacing the words “during the Revolving Credit Availability Period” in the first sentence thereof with the words “prior to the termination of the Revolving Credit Commitments”.

          B. Section 2.06(c) shall be amended by inserting a new sentence at the end thereof to read as follows:

“Notwithstanding any provision in this Agreement to the contrary, at no time prior to the Tranche 1 Revolving Credit Commitment Termination Date shall the sum of the total LC Exposure with respect to Letters of Credit that expire after the fifth Business Day prior to the Tranche 1 Revolving Credit Commitment Termination Date plus (without duplication) the total Revolving Credit Exposure of the Tranche 2 Revolving Credit Lenders plus the aggregate principal amount of outstanding Competitive Loans made by the Tranche 2 Revolving Credit Lenders exceed the aggregate amount of the Tranche 2 Revolving Credit Commitments.”

          C. Section 2.06(d) shall be amended and restated in its entirety to read as follows:

     “(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date) and (ii) the date that is five Business Days prior to the Tranche 1 Revolving Credit Commitment Termination Date; provided that Letters of Credit may expire after the date specified in clause (ii) above so long as (x) the date of issuance of such Letter of Credit is after the Tranche 1 Revolving Credit Commitment Termination Date or (y) on the date of such issuance, the sum of (1) the face amount of such Letter of Credit plus (2) the aggregate undrawn amount of all other outstanding Letters of Credit with an expiration date after the fifth Business Day prior to the Tranche 1 Revolving Credit Commitment Termination Date plus (3) (without duplication) the sum of the total Revolving Credit Exposure of the Tranche 2 Revolving Credit Lenders plus the aggregate principal amount of outstanding Competitive Loans made by the Tranche 2 Revolving Credit Lenders, shall not exceed the aggregate amount of the Tranche 2 Revolving Credit Commitments; provided, further, that in no event shall any such Letter of Credit expire later than five Business Days prior to the Tranche 2 Revolving Credit Commitment Termination Date.”

          D. Section 2.06(e) shall be amended by inserting a new paragraph at the end thereof to read as follows:

     “Notwithstanding anything contained herein or in any other Loan Document to the contrary, unless the Revolving Credit Commitments shall theretofore have terminated pursuant to Article VII, as of the Tranche 1 Revolving Credit Commitment Termination Date, the interests and participations of the Tranche 1 Revolving Credit Lenders in the Letters of Credit (if any) then outstanding shall automatically terminate, whereupon (i) the Tranche 1 Revolving Credit Lenders shall have no liability arising from, relating to or in connection with such interests and participations or otherwise in respect of such Letters of Credit and (ii) such interests and participations in such Letters of Credit shall automatically and without further action be re-allocated to the extent necessary such that the interests and participations in such Letters of Credit

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hereunder shall be held by the Tranche 2 Revolving Credit Lenders ratably in proportion to their respective Tranche 2 Revolving Credit Commitments.”

          2.09. Change of Commitments. Section 2.09 of the Credit Agreement shall be amended as follows:

          A. Section 2.09(a) shall be amended and restated in its entirety to read as follows:

     “(a) Scheduled Termination. Unless previously terminated, (i) the New Tranche 2 Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment No. 3 Effective Date, (ii) the Tranche 1 Revolving Credit Commitments shall terminate on the Tranche 1 Revolving Credit Commitment Termination Date and (iii) the Tranche 2 Revolving Credit Commitments shall terminate on the Tranche 2 Revolving Credit Commitment Termination Date.”

          B. Section 2.09(c) shall be amended by inserting a new sentence at the end thereof to read as follows:

“For avoidance of doubt, at any time prior to the Tranche 1 Revolving Credit Commitment Termination Date each reduction of the Revolving Credit Commitments (and either Revolving Credit Sub-Commitment) shall be applied ratably to the Tranche 1 Revolving Credit Commitments and the Tranche 2 Revolving Credit Commitments.”

          C. Section 2.09(d) shall be deleted in its entirety, and each reference in the Credit Agreement to “Section 2.09(d)” shall be deemed to refer to “Section 2.20” of the Credit Agreement.

          2.10. Repayment of Loans. Section 2.10 of the Credit Agreement shall be amended as follows:

          A. Section 2.10(a)(i) shall be amended and restated in its entirety to read as follows:

     “(i) The Borrower hereby unconditionally promises to pay to the Administrative Agent (A) for the account of each Tranche 1 Revolving Credit Lender the outstanding principal amount of the Syndicated Tranche 1 Revolving Credit Loans of such Lender on the Tranche 1 Revolving Credit Commitment Termination Date and (B) for the account of each Tranche 2 Revolving Credit Lender the outstanding principal amount of the Syndicated Tranche 2 Revolving Credit Loans of such Lender on the Tranche 2 Revolving Credit Commitment Termination Date.”

          B. Section 2.10(a)(iii) shall be amended and restated in its entirety to read as follows

     “(iii) The Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan (x) if made on any date prior to the Tranche 1 Revolving Credit Commitment Termination Date, on the earlier of the Tranche 1 Revolving Credit Commitment Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made and (y) if made on or after the Tranche 1 Revolving Credit Commitment Termination Date, on the earlier of the Tranche 2 Revolving Credit Commitment Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Syndicated Revolving Credit Borrowing or Competitive Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.”

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          C. Section 2.10(a)(iv) shall be amended and restated in its entirety to read as follows:

     “(iv) (A) The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of each Tranche 1 Term Lender the outstanding principal amount of the Tranche 1 Term Loans held by such Tranche 1 Term Lender on the Tranche 1 Term Loan Maturity Date.

     (B) The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of each Tranche 2 Term Lender the principal amount of the Tranche 2 Term Loans held by such Tranche 2 Term Lender in 8 consecutive quarterly installments payable on the Tranche 2 Term Loan Principal Payment Dates, the aggregate principal amount to be paid on each Tranche 2 Principal Payment Date in respect of all Tranche 2 Term Loans held by the Tranche 2 Term Lenders to be in an amount equal to the percentage specified below of the aggregate original principal amount of the Tranche 2 Term Loans outstanding as of (and after giving effect to) Amendment No. 3 Effective Date (with the final such installment on the Tranche 2 Term Loan Maturity Date being in the aggregate principal amount of Tranche 2 Term Loans then outstanding):

Tranche 2 Principal Payment Date	Percentage of Original
Falling on or Nearest to:	Principal Amount
December 31, 2012		2.5	%
March 31, 2013		2.5	%
June 30, 2013		2.5	%
September 30, 2013		2.5	%
December 31, 2013		2.5	%
March 31, 2014		2.5	%
June 30, 2014		2.5	%
Tranche 2 Term Loan Maturity Date	Balance.

     (C) The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of each Incremental Term Lender the principal amount of each Incremental Term Loan held by such Incremental Term Lender on the relevant principal payment dates and in such amounts as shall have been agreed pursuant to Section 2.20 (with the final payment thereof to be made on the final maturity date thereof as so agreed); provided that, if such Incremental Term Loan shall be treated as a Tranche 2 Term Loan pursuant to Section 2.20, such Incremental Term Loan shall be paid in accordance with sub-clause (B) above and the aggregate amount of the principal installments required thereunder shall be adjusted for the amount of such Incremental Term Loan at the time made.”

     D. Section 2.10(b) shall be amended and restated in its entirety to read as follows:

     “(b) Adjustment of Term Loan Amortization Schedules. Any optional prepayment of Term Loans pursuant to Section 2.11(a) shall be applied ratably to all then outstanding Term Loans and, with respect to the principal installments of each tranche of Term Loans, in the order determined in accordance with Section 2.11(a). Any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) shall be applied ratably to all then outstanding Term Loans and, in the case of each tranche of Term Loans, in the order specified in Section 2.11(b).”

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          2.11. Prepayment of Loans. Section 2.11 of the Credit Agreement shall be amended as follows:

          A. Section 2.11(b) shall be amended by inserting a new paragraph (v), immediately after paragraph (iv), to read as follows:

     “(v) If after the Amendment No. 3 Effective Date a Qualifying Convertible Notes Payment shall occur, an amount equal to the Relevant Share of the Qualifying Convertible Notes Payment Amount shall be applied on each Relevant Application Date towards the prepayment of the Term Loans as set forth in Section 2.11(b)(iv); provided that, if at any time on or after the Amendment No. 3 Effective Date either (A) all of the outstanding Senior Notes have been paid or prepaid in full or (B) all of the outstanding Senior Notes (and the related Senior Note Purchase Agreements) shall have been amended to delete the provision corresponding to this clause (v), then, effective upon written notice by the Borrower to the Administrative Agent of such payment or prepayment or upon receipt by the Administrative Agent of a signed copy of such amendment(s) reasonably acceptable to the Administrative Agent, as applicable, this Section 2.11(b)(v) shall automatically cease to be in effect.”

          B. A new Section 2.11(e), immediately after Section 2.11(d), to read as follows:

     “(e) Treatment of Tranches. Notwithstanding anything herein to the contrary, (i) at any time prior to the Tranche 1 Revolving Credit Commitment Termination Date and the repayment in full of all Tranche 1 Revolving Credit Loans, with respect to any optional or mandatory prepayment of Revolving Credit Loans under this Section, such prepayment shall be applied ratably between the Tranche 1 Revolving Credit Loans and the Tranche 2 Revolving Credit Loans and (ii) with respect to any optional or mandatory prepayment of Term Loans under this Section, such prepayment shall be applied ratably between the Tranche 1 Term Loans and the other Term Loans.”

          2.12. Fees.

          A. Section 2.12(a) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Revolving Credit Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Credit Commitment of any Tranche of such Revolving Credit Lender during the period from and including the Effective Date to but excluding the earlier of the date the Revolving Credit Commitments of such Tranche terminate and the Revolving Credit Commitment Termination Date of such Tranche. Accrued commitment fees shall be payable on each Quarterly Date and on the earlier of the date the Revolving Credit Commitments of the applicable Tranche terminate and the Revolving Credit Commitment Termination Date of such Tranche, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Revolving Credit Commitment of any Tranche of a Revolving Credit Lender shall be deemed to be used to the extent of the outstanding Revolving Credit Loans and LC Exposure of such Revolving Credit Lender (and the Swingline Exposure of such Revolving Credit Lender shall be disregarded for such purpose).”

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          B. Section 2.12(b) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for account of each Revolving Credit Lender a participation fee with respect to the portion of the LC Exposure of such Revolving Credit Lender attributable to its Revolving Credit Commitments of any Tranche, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest on Syndicated Eurocurrency Revolving Credit Loans of such Tranche on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment of such Tranche terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, and (ii) to the respective Issuing Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of Letters of Credit issued by such Issuing Lender during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable quarterly in arrears on the applicable Quarterly Date, commencing on the first such date to occur after the Effective Date; provided that all such fees attributable to Revolving Credit Commitments of any Tranche shall be payable on the date on which such Revolving Credit Commitments terminate and any such fees accruing after the date on which such Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).”

          C. Section 2.12 of the Credit Agreement shall be amended by inserting a new paragraph (e) at the end thereof to read as follows:

     “(e) Additional Fees. Prior to the Tranche 1 Revolving Credit Commitment Termination Date, to the extent the Applicable Rate for commitment fees payable for any period under paragraph (a) of this Section to the Tranche 2 Revolving Credit Lenders shall exceed the Applicable Rate for commitment fees payable for such period thereunder to the Tranche 1 Revolving Credit Lenders, (i) for purposes of such paragraph (a), the commitment fees payable for such period thereunder to all Revolving Credit Lenders shall be calculated and paid at the Applicable Rate applicable to the Tranche 1 Revolving Credit Lenders and (ii) the Borrower agrees to pay to the Tranche 2 Revolving Credit Lenders additional fees from time to time in consideration of the agreements of the Tranche 2 Revolving Credit Lenders under Amendment No. 3 for such period equal to (A) the difference between the commitment fees that would have payable for such period to the Tranche 2 Revolving Credit Lenders under such paragraph (a) had such fees been calculated at the Applicable Rate for the Tranche 2 Revolving Credit Lenders (without regard to clause (i) above) and (B) the commitment fees payable to the Tranche 2 Revolving Credit Lenders for such period under such clause (i) (which fees shall payable at the same times as the fees payable under such clause (i) and calculated on the same basis).”

          2.13. Interest. Section 2.13 of the Credit Agreement shall be amended as follows:

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          A. Section 2.13(a) shall be amended by inserting at the end thereof, immediately prior to the period, the following words:

“; provided that, for purposes hereof, from and after the Amendment No. 3 Effective Date, Swingline Loans shall bear interest at the Applicable Rate for ABR Borrowings under the Tranche 2 Revolving Credit Commitments”.

          B. Section 2.13(d) shall be amended by inserting in the last line thereof, immediately after the words “ABR Loans”, the words “of any Tranche”.

          C. Section 2.13(e) shall be amended and restated in its entirety to read as follows:

     “(e) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Syndicated Revolving Credit Loans of any Tranche, upon termination of the Revolving Credit Commitments of such Tranche; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Syndicated ABR Revolving Credit Loan prior to the applicable Revolving Credit Commitment Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Syndicated Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.”.

          2.14. Payments. Section 2.18(f) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(e), 2.06(f), 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or any Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.”

          2.15. Incremental Commitments and Loans. A new Section 2.20 of the Credit Agreement shall be inserted, immediately following Section 2.19 of the Credit Agreement, to read as follows (and the Table of Contents of the Credit Agreement will be deemed amended to refer to such new Section):

     “SECTION 2.20. Incremental Commitments and Loans. The Borrower may, at any time after the Amendment No. 3 Effective Date by notice to the Administrative Agent, request:

     (a) one or more increases in the aggregate amount of the Tranche 2 Revolving Credit Commitments hereunder by (i) having an existing Tranche 2 Revolving Credit Lender increase the amount of its Tranche 2 Revolving Credit Commitment then in effect and/or (ii) adding as a new Tranche 2 Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar

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Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each such Lender or Person, an “Incremental Revolving Credit Lender”; and each such increase by an Incremental Revolving Credit Lender, an “Incremental Revolving Credit Commitment”); or

     (b) one or more additional tranches of term loans in Dollars hereunder by having an existing Term Lender or any other Person provide such additional term loan (each such Lender or Person, an “Incremental Term Lender” and, together with an Incremental Revolving Credit Lender, each an “Incremental Lender”; each such additional term loan by an Incremental Term Lender, an “Incremental Term Loan” and the commitment of an Incremental Term Lender to provide an Incremental Term Loan, an “Incremental Term Loan Commitment”);

which notice shall specify the name of each proposed Incremental Lender, the amount of such Incremental Lender’s Incremental Revolving Credit Commitment (and whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) or Incremental Term Loan Commitment, as applicable, the date on which such Commitment shall be effective (the “Incremental Loan Effective Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to (x) in respect of an Incremental Revolving Credit Commitment, the Tranche 2 Revolving Credit Commitment Termination Date or (y) in respect of an Incremental Term Loan Commitment, the Tranche 2 Term Loan Maturity Date); provided that each such Incremental Lender shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) if such consent would be required under Section 9.04(b) for an assignment of Revolving Credit Commitments or Term Loans, as applicable, to such Incremental Lender; and provided, further, that:

     (i) the aggregate amount of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments under this Section shall not exceed $200,000,000;

     (ii) the minimum amount of any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall be $10,000,000 or a larger multiple of $1,000,000;

     (iii) both at the time of any such request and as of the relevant Incremental Loan Effective Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

     (iv) the representations and warranties of the Borrower set forth in this Agreement, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the relevant Incremental Loan Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date);

     (v) each Incremental Revolving Credit Commitment shall be a Tranche 2 Revolving Credit Commitment for all purposes of this Agreement having the same terms applicable to the then existing Tranche 2 Revolving Credit Commitments; and

     (vi) (x) except as to interest rates, amortization and final maturity date (which shall, subject to subclauses (y) and (z) below, be determined by the Borrower and the Incremental Term Lenders in their sole discretion, with, in the case of the final maturity date only, the consent of the Administrative Agent (such consent not to be unreasonably withheld)), the Incremental Term Loans shall have the same terms as the then existing

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Tranche 2 Term Loans, (y) the final maturity date of any Incremental Term Loan shall be no earlier that the Tranche 2 Term Loan Maturity Date and (z) the weighted average life to maturity of any Incremental Term Loan shall be no shorter than the remaining weighted average life to maturity of the Tranche 2 Term Loans; provided that if any Incremental Term Loan shall have the same interest rate, amortization and final maturity date as the existing Tranche 2 Term Loans at the time such Incremental Term Loan is made, such Incremental Term Loan shall be treated as a Tranche 2 Term Loan for all purposes of this Agreement.

     Each Incremental Revolving Credit Commitment (and the increase of, or the undertaking of, any Revolving Credit Sub-Commitment of each Incremental Revolving Credit Lender resulting therefrom) or each Incremental Term Loan Commitment, as the case may be, shall become effective as of the relevant Incremental Loan Effective Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Incremental Loan Effective Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable, under this paragraph have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, which shall provide for such Incremental Revolving Credit Commitment and/or Incremental Term Loan Commitment of each Incremental Lender and the other relevant terms relating thereto, duly executed by each Incremental Lender and the Borrower and acknowledged by the Administrative Agent, and customary legal opinions or other documents reasonably requested by the Administrative Agent in connection therewith.

     With respect to any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, upon the Administrative Agent’s receipt of each such agreement executed by such parties, together with the other documentation contemplated above, and subject to the foregoing terms and conditions, on the relevant Loan Effective Date each Incremental Lender shall become a Lender hereunder with an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable, and the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice thereof to the Borrower and the Lenders.

     On the Incremental Loan Effective Date for an Incremental Revolving Credit Commitment, (i) in the event Syndicated Revolving Credit Loans are then outstanding under the Revolving Credit Sub-Commitment of any Tranche that is being increased, (x) each relevant Incremental Revolving Credit Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit Lenders under such Revolving Credit Sub-Commitment of such Tranche, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other Revolving Credit Lenders, the Syndicated Revolving Credit Loans to be held ratably by all Revolving Credit Lenders under such Revolving Credit Sub-Commitment of such Tranche in accordance with their respective Revolving Credit Sub-Commitments of such Tranche, (y) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Revolving Credit Loans under such Revolving Credit Sub-Commitment of such Tranche as of such Incremental Loan Effective Date (with such borrowing to consist of the Type of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (z) the Borrower shall pay to the Revolving Credit Lenders under such Revolving Credit Sub-Commitment of such Tranche the amounts, if any, payable under Section 2.14 as a result of such prepayment; and (ii) the

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participations hereunder in Swingline Loans and/or Letters of Credit then outstanding held by the Revolving Credit Lenders shall be adjusted accordingly to reflect the addition of such Incremental Revolving Credit Commitment.

     On the Incremental Loan Effective Date (or such other date provided above for in the relevant agreement referred to above) for an Incremental Term Loan Commitment, each relevant Incremental Term Lender shall make an Incremental Term Loan to the Borrower in the amount of such Incremental Term Loan Commitment pursuant to this Section and otherwise in accordance with this Agreement; provided that, if such Incremental Term Loan shall be treated as a Tranche 2 Term Loan pursuant to clause (vi) above, such Incremental Term Loan shall consist proportionately of the same Type of Term Loans as the then outstanding Tranche 2 Term Loans and, in the case of Eurocurrency Term Loans, having an Interest Period or Interest Periods ending on the last day(s) of the Interest Period(s) for such outstanding Tranche 2 Term Loans.

     Notwithstanding anything herein to the contrary, in no event shall any Lender be obligated to increase its Commitment hereunder.”

          2.16. Use of Loan Proceeds and Letters of Credit. Section 5.08 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “SECTION 5.08. Use of Loan Proceeds and Letters of Credit. The proceeds of the Revolving Credit Loans, any New Tranche 2 Term Loans made on the Amendment No. 3 Effective Date and any Incremental Loans will be used for general corporate purposes of the Borrower and its Subsidiaries, including, in the case of Borrowings as of the Amendment No. 3 Effective Date, to pay fees, expenses and other amounts owing by the Borrower in respect of Amendment No. 3 and the transactions contemplated thereby occurring as of the Amendment No. 3 Effective Date. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations U and X. The Letters of Credit will be used in the ordinary course of business of the Borrower and its Subsidiaries.”

          2.17. Indebtedness. Section 6.01 of the Credit Agreement shall be amended as follows:

          A. Section 6.01(i) shall be amended and restated in its entirety to read as follows:

     “(i) Indebtedness in respect of a convertible notes offering by the Borrower (including the convertible notes issued as of the Amendment No. 3 Effective Date, as contemplated by Section 4.02(b) of Amendment No. 3); provided that (i) such Indebtedness does not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to one year after the Tranche 2 Term Loan Maturity Date and (ii) such Indebtedness is (x) unsecured and (y) subordinated in right of payment to the Obligations on terms substantially similar to the subordination terms contained in the convertible notes issued as of the Amendment No. 3 Effective Date; provided, however, that (I) any conversion of such Indebtedness by a holder thereof into shares of Equity Interests, cash or a combination of cash and shares of Equity Interests, (II) the rights of holders of such Indebtedness to convert into shares of Equity Interests, cash or a combination of cash and shares of Equity Interests and (III) the rights of holders of such Indebtedness to require any repurchase by the Borrower upon a fundamental change of such Indebtedness in cash, shall not constitute a scheduled repayment, mandatory redemption or sinking fund obligation;”.

          B. Section 6.01(j) shall be amended and restated in its entirety to read as follows:

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     “(j) other Indebtedness in an aggregate principal amount not to exceed 25% of Consolidated Net Worth; provided that, if at any time on or after the Amendment No. 3 Effective Date either (i) all of the outstanding Senior Notes have been paid or prepaid in full or (ii) all of the outstanding Senior Notes (and the related Senior Note Purchase Agreements) shall have been amended to provide that the basket thereunder corresponding to this clause (j) shall be an incurrence-based basket, then, effective upon written notice by the Borrower to the Administrative Agent of such payment or prepayment or upon receipt by the Administrative Agent of a signed copy of such amendment(s) reasonably acceptable to the Administrative Agent, as applicable, this clause (j) shall automatically be deemed amended to permit other Indebtedness if, at the time of the creation, incurrence or assumption of such Indebtedness, the principal amount of such Indebtedness, together with the then aggregate outstanding principal amount of other Indebtedness theretofore created, incurred, assumed under this clause (j), would not exceed 25% of Consolidated Net Worth as of the end of the then most recent fiscal quarter for which financial statements are available; and”.

          C. A new Section 6.01(k) shall be inserted at the end of Section 6.01, immediately after clause (j) thereof, to read as follows:

     “(k) unsecured, senior subordinated or subordinated notes of the Borrower (and any unsecured, subordinated Guarantees thereof by the Guarantors) in an aggregate principal amount not to exceed $200,000,000 at any time outstanding.”

          2.18. Acquisitions. Section 6.05(h) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “(h) any Acquisition after the date hereof by the Borrower or any Subsidiary; provided that (i) in the case of any such Acquisition, (x) if the Acquired Entity is a publicly held corporation, such Acquisition shall have been approved by the board of directors of such Acquired Entity; (y) after giving effect to any such Acquisition of Equity Interests, the Acquired Entity becomes a direct or indirect Subsidiary of the Borrower; and (z) the Acquired Entity is engaged in a line of business in accordance with the requirements of Section 6.10; (ii) both immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (iii) if, after giving effect to such Acquisition on a pro forma basis as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters of the Borrower, the Consolidated Leverage Ratio shall be greater than 3.50 to 1.00, the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of the Equity Interests of the Borrower) for all such Acquisitions shall not exceed $150,000,000 in any fiscal year; provided that, if any time on or after the Amendment No. 3 Effective Date either (A) all of the outstanding Senior Notes have been paid or prepaid in full or (B) all of the outstanding Senior Notes (and the related Senior Note Purchase Agreements) shall have been amended to increase the maximum permitted leverage ratio applicable under the covenant contained in such Senior Notes corresponding to this subclause (iii) to a level above 3.50 to 1.00, then, effective upon written notice by the Borrower to the Administrative Agent of such payment or prepayment or upon receipt by the Administrative Agent of a signed copy of such amendment(s) reasonably acceptable to the Administrative Agent, as applicable, the ratio set forth above in this subclause (iii) shall automatically be deemed amended to be (x) in the case of subclause (A) above, 3.75 to 1.0 or (y) in the case of subclause (B) above, the same level as such ratio in such Senior Notes as so amended (but in no event greater than 3.75 to 1.0).

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          2.19. Restrictive Payments. Section 6.06 of the Credit Agreement shall be amended by inserting at the end of clause (b)(ii) thereof, immediately after the semi-colon, the following words:

“provided that that this clause (b)(ii) shall not apply to any Restricted Payment made in connection with any hedge transactions, warrant transactions and capped call transactions in respect of Convertible Notes;”.

          2.20. Restrictive Agreements. Section 6.08 of the Credit Agreement shall be amended as follows:

          A. The word “and” shall be deleted at the end of clause (v) of Section 6.08 and the period at the end of clause (vi) thereof shall be replaced with “; and”.

          B. A new clause (vii) shall be inserted in Section 6.08, immediately after clause (vi) thereof, to read as follows:

     “(vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Section 6.01, if such restrictions or conditions are customary for such Indebtedness.”

          2.21. Financial Covenants. Section 6.09 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “SECTION 6.09. Certain Financial Covenants.

     (a) Leverage Ratio. The Borrower will not permit the Consolidated Leverage Ratio, as at the last day of any period of four consecutive fiscal quarters of the Borrower, to exceed 3.50 to 1.0; provided that, if any time on or after the Amendment No. 3 Effective Date either (i) all of the outstanding Senior Notes have been paid or prepaid in full or (ii) all of the outstanding Senior Notes (and the related Senior Note Purchase Agreements) shall have been amended to increase the maximum permitted leverage ratio applicable under the covenant contained in such Senior Notes corresponding to this clause (a) to a level above 3.50 to 1.00, then, effective upon written notice by the Borrower to the Administrative Agent of such payment or prepayment or upon receipt by the Administrative Agent of a signed copy of such amendment(s) reasonably acceptable to the Administrative Agent, as applicable, the ratio set forth above in this clause (a) shall automatically be deemed amended to be (A) in the case of subclause (i) above, 4.00 to 1.0 or (B) in the case of subclause (ii) above, the same level as such ratio in such Senior Notes as so amended (but in no event greater than 4.00 to 1.0).

     (b) Interest Coverage Ratio. The Borrower will not permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower to be less than 3.50 to 1.0.”

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          2.22. Swap Agreements. Section 6.11 of the Credit Agreement shall be amended by inserting at the end thereof, immediately prior to the period, the following words:

“(including, among other Swap Agreements, hedge transactions, warrant transactions and capped call transactions in respect of Convertible Notes)”.

          2.23. Events of Default. Article VII of the Credit Agreement shall be amended by inserting at the end of clause (g) thereof, immediately prior to the semi-colon, the following words:

“; provided, further, that, in connection with any Convertible Notes, (i) any conversion of such Indebtedness by a holder thereof into shares of Equity Interests, cash or a combination of cash and shares of Equity Interests, (ii) the rights of holders of such Indebtedness to convert into shares of Equity Interests, cash or a combination of cash and shares of Equity Interests, (iii) the rights of holders of such Indebtedness to require any repurchase by the Borrower upon a fundamental change of such Indebtedness in cash and (iv) the termination of any of Swap Agreements entered into in connection with a convertible note offering, shall not constitute an Event of Default under this clause (g) or clause (f) above”.

          2.24. Assignments. Section 9.04(b) of the Credit Agreement shall be amended by deleting, in clause (i)(B)(ii) thereof, the words “Term Loan Commitments and”.

          2.25. Schedules. Schedule 2.01 of the Credit Agreement shall be amended and replaced in its entirety by Schedule 2.01 attached to this Amendment.

          Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that, as of each of the Convertible Notes Amendments Effective Date (with respect to clauses (a) and (b) below only) and the Amendment No. 3 Effective Date, (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 such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing under the Credit Agreement as amended hereby; (c) the value of the guarantees of the Released Subsidiaries, taken as a whole, that are being released pursuant to Section 6 of this Amendment is not all or substantially all of the value of the guarantees of the Guarantors under Article X of the Credit Agreement; and (d) the value of the collateral of the Released Subsidiaries, taken as a whole, that is being released and terminated pursuant to Section 6 of this Amendment is not all or substantially all of the collateral under the Security Documents.

          Section 4. Conditions to Effectiveness of Amendments.

          4.01. Conditions to Certain Amendments. The amendments set forth in Sections 2.01, 2.02 (but only with respect to the addition of the definition of “Convertible Notes” contained therein), 2.17A, 2.19, 2.20, 2.22 and 2.23 of this Amendment (collectively, the “Convertible Notes Amendments”) shall become effective on the date on which the Administrative Agent shall have received each of the following, each of which shall be reasonably satisfactory in form and substance to the Administrative Agent (or such condition shall have been waived by the Required Lenders) (such date, the “Convertible Notes Amendments Effective Date”):

     (a) Executed Counterparts. Counterparts of this Amendment signed on behalf of each of the Borrower, each Guarantor, the Required Lenders under (and as defined in) the Credit Agreement, the Administrative Agent and the Syndication Agent; provided that the parties hereto

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hereby agree that each Lender which executes and delivers an Amendment No. 3 Lender Addendum substantially in the form attached hereto shall be deemed to have executed a counterpart of this Amendment (it being understood that such Required Lenders hereby consent, and authorize and direct the Administrative Agent and the Syndication Agent to consent, and pursuant to Section 6.12 of the Credit Agreement the Administrative Agent and the Syndication Agent hereby consent, to the amendments to the Senior Notes, which are in substantially the same form as the amendments furnished to the Lenders prior to the Convertible Notes Amendments Effective Date); and

     (b) Amendments to Senior Notes. Evidence that the Senior Notes shall have been amended to effect changes consistent with the Convertible Notes Amendments, among other changes, and such amendments shall have become effective prior to or simultaneously with the Convertible Notes Amendments Effective Date.

          4.02 Conditions to Amendment No. 3 Effective Date. The amendments set forth in Section 2 hereof (other than the Convertible Notes Amendments) shall not become effective until the date (which shall be no later than September 30, 2010) on which the Administrative Agent shall have received each of the following, each of which shall be reasonably satisfactory in form and substance to the Administrative Agent (or such condition shall have been waived by the Required Lenders):

     (a) Executed Counterparts. Counterparts of this Amendment signed on behalf of, in addition to the parties referred to in Section 4.01(a) hereof, the Administrative Agent, the Issuing Lenders, the Swingline Lender, each Tranche 2 Revolving Credit Lender (including each New Tranche 2 Revolving Credit Lender) and each Tranche 2 Term Lender (including each New Tranche 2 Term Lender); provided that the parties hereto hereby agree that each Tranche 2 Revolving Credit Lender (including each New Tranche 2 Revolving Credit Lender) and each Tranche 2 Term Lender (including each New Tranche 2 Term Lender) which executes and delivers an Amendment No. 3 Lender Addendum substantially in the form attached hereto shall be deemed to have executed and delivered a counterpart of this Amendment (and, in the case of each New Tranche 2 Revolving Credit Lender and each New Tranche 2 Term Lender, as of the Amendment No. 3 Effective Date, such Lender shall become a Lender party to the Credit Agreement as amended hereby with its respective New Tranche 2 Revolving Credit Commitment or New Tranche 2 Term Loan Commitment, as applicable); provided, further, that the aggregate amount of the Tranche 2 Revolving Credit Commitments (including New Tranche 2 Revolving Credit Commitments) as of the Amendment No. 3 Effective Date shall not exceed $400,000,000.

     (b) Convertible Notes. Evidence that the Borrower shall have received the gross proceeds from the issuance of Convertible Notes of not less than $325,000,000.

     (c) Outstanding Credit Exposure; Repayment of Term Loans. Evidence that, as of the Amendment No. 3 Effective Date, (i) all unpaid accrued interest on outstanding Loans shall have been paid in full; (ii) all unpaid commitment fees in respect of the Revolving Credit Commitments in effect immediately prior to the Amendment No. 3 Effective Date and all letter of credit fees, accrued to but not including the Amendment No. 3 Effective Date, shall have been paid in full; and (iii) the Borrower shall have prepaid the Term Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 3 Effective Date (the “Existing Term Loans”) (for avoidance of doubt, exclusive of any New Tranche 2 Term Loans made as of the Amendment No. 3 Effective Date pursuant to the second sentence of Section 2.01(b) of the Credit Agreement as amended hereby), together with (without duplication) interest thereon, such that, after giving effect to such prepayment, the portion of the Term Loans consisting of Existing Term Loans outstanding as of the Amendment No. 3 Effective Date shall not exceed $400,000,000 in

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aggregate principal amount (provided that the Required Lenders hereby waive any payment of breakage funding amounts that may be payable under Section 2.16 of the Credit Agreement in connection with such prepayment).

     (d) Opinion of Counsel to the Loan Parties. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 3 Effective Date) of Simpson Thacher & Bartlett LLP, counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, this Amendment or the transactions contemplated hereby as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Agents).

     (e) Other Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated by this Amendment and any other legal matters relating to the Loan Parties (other than the Released Subsidiaries) or the transactions contemplated by this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

     (f) Fees and Expenses. Evidence that (i) the Administrative Agent shall have received payment from the Borrower, for the account of each Tranche 2 Revolving Credit Lender and each Tranche 2 Term Lender, an upfront fee in an amount equal to 0.40% of (x) in the case of each Tranche 2 Revolving Credit Lender, the amount of such Lender’s Tranche 2 Revolving Credit Commitment (including, without duplication, any New Tranche 2 Revolving Credit Commitment) in effect on the Amendment No. 3 Effective Date and (y) in the case of each Tranche 2 Term Lender, the amount of such Lender’s (A) Tranche 2 Term Loans outstanding as the Amendment No. 3 Effective Date (which, for avoidance of doubt, with respect to any Term Lender under the Credit Agreement as in effect immediately prior to the Amendment No. 3 Effective Date shall not include any portion of the Existing Term Loans of such Term Lender prepaid in accordance with Section 4.02(c) hereof) and/or (B) (without duplication) New Tranche 2 Term Loan Credit Commitment in effect on the Amendment No. 3 Effective Date; (ii) the Administrative Agent shall have received payment from the Borrower, for the account of the relevant Person(s), all amounts due and payable to the Administrative Agent on or prior to the Amendment No. 3 Effective Date pursuant to the Credit Agreement and the Loan Documents including, to the extent invoiced, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower thereunder; and (iii) (without duplication) the Administrative Agent and each of J.P. Morgan Securities Inc. and Banc of America Securities LLC, as the Lead Arrangers in respect of this Amendment, and their respective Affiliates shall have received payment from the Borrower all fees, out-of-pocket expenses and other amounts separately agreed to be paid or reimbursed by the Borrower in connection with this Amendment.

     (g) Convertible Notes Amendments Effective Date. The Convertible Notes Amendments Effective Date shall have occurred.

          Section 5. Confirmation of Loan Documents. As of each of the Convertible Notes Amendments Effective Date and the Amendment No. 3 Effective Date, the Borrower hereby confirms and ratifies all of its obligations under the Loan Documents (in each case, as amended hereby as of such date) to which it is a party. Except as otherwise provided in Section 6 hereof, by its execution on the respective signature lines provided below, as of each of the Convertible Notes Amendments Effective Date and the Amendment No. 3 Effective Date, each of the Guarantors (but excluding, as of the Amendment No. 3

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Effective Date, the Released Subsidiaries) 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 as of such date) and the Liens granted by it under the Loan Documents (in each case, as amended hereby as of such date) 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 as of such date without impairing any such obligations or Liens in any respect.

          Section 6. Releases of Certain Guarantees and Pledges of Equity Interests. The Lenders party to this Amendment hereby agree that, effective upon the Amendment No. 3 Effective Date (and notwithstanding that the Released Subsidiaries shall have executed this Amendment in connection with the Convertible Notes Amendments Effective Date), (a) each Released Subsidiary shall be irrevocably released from any and all of its obligations under the Credit Agreement, the Security Documents and any other Loan Documents theretofore executed by such Released Subsidiary in connection with the Credit Agreement, which obligations shall be deemed to be terminated, and (b) all Liens granted to the Collateral Agent for the benefit of the Secured Parties by each Released Subsidiary in any or all of its assets and properties shall be unconditionally and irrevocably terminated and released, in each case without any recourse or warranty or representation whatsoever. From and after the Amendment No. 3 Effective Date, each Released Subsidiary shall cease to be party to the Credit Agreement and the other Loan Documents to which such Released Subsidiary was originally a party and each Released Subsidiary shall have no further rights or obligations thereunder (except to the extent any such obligations are expressly stated to survive such release and termination). The Lenders authorize and direct the Collateral Agent to, and the Collateral Agent shall, as promptly as practicable, in each case, at the expense of the Borrower, (i) deliver to the Borrower all Collateral relating to or given by each Released Subsidiary in the possession or control of the Collateral Agent, including, without limitation, all original stock certificates, membership interests certificates and corresponding stock powers or other instruments of transfer and instruments constituting, evidencing or relating to such Collateral and (ii) upon the reasonable request of any Released Subsidiary or the Borrower, execute or authenticate and deliver such additional lien releases, documents or instruments as may be necessary to evidence the release, without any recourse or warranty or representation whatsoever, of any and all liens, pledges, security interests and other encumbrances granted by such Released Subsidiary, in favor of the Collateral Agent, including without limitation, as applicable, such UCC-3 termination statements and other documents, as applicable.

          The Lenders party to this Amendment hereby acknowledge and agree as of the Amendment No. 3 Effective Date that if at any time thereafter the Borrower or any of its Subsidiaries shall transfer the Equity Interests of a First-Tier Foreign Subsidiary that have been pledged pursuant to the Security Documents to another Foreign Subsidiary in accordance with the Credit Agreement, then, effective as of such transfer, such pledged Equity Interests shall constitute Excluded Equity Interests for purposes of the Credit Agreement and the relevant Security Documents and the Liens on such pledged Equity Interests shall be irrevocably released and terminated. The Lenders authorize and direct the Collateral Agent to, and the Collateral Agent shall, as promptly as practicable, in each case, at the expense of the Borrower, deliver to the Borrower, as promptly as practicable following written notice to the Collateral Agent of such transfer, all original stock certificates, membership interests certificates and corresponding stock powers or other instruments of transfer and instruments constituting, evidencing or relating to such pledged Equity Interests in the possession of the Collateral Agent and, upon the reasonable request of the Borrower, execute or authenticate and deliver such releases, documents or instruments as may be necessary to evidence such release and termination, without any recourse or warranty or representation whatsoever.

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          Section 7. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. The Borrower shall pay all reasonable expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB, in connection with the preparation, negotiation, execution and delivery of, and satisfaction of the conditions under, this Amendment. This Amendment 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 by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[remainder of page intentionally left blank]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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

 

GUARANTORS ARROW INTERNATIONAL, INC. ARROW INTERNATIONAL INVESTMENT CORP. ARROW INTERVENTIONAL, INC. SIERRA INTERNATIONAL INC. SPECIALIZED MEDICAL DEVICES, LLC 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)

ADMINISTRATIVE AGENT JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	\s\ Deborah R. Winkler
	Name:	Deborah R. Winkler
	Title:	Vice President

 

SYNDICATION AGENT BANK OF AMERICA, N.A., as Syndication Agent
By:	\s\ Amie L. Edwards
	Name:	Amie L. Edwards
	Title:	Senior Vice President

 

ISSUING LENDERS JPMORGAN CHASE BANK, N.A., as Issuing Lender
By:	\s\ Deborah R. Winkler
	Name:	Deborah R. Winkler
	Title:	Vice President
WELLS FARGO BANK, N.A., SUCCESSOR IN INTEREST BY MERGER TO WACHOVIA BANK, N. A., as Issuing Lender
By:	\s\ James Trauagline
	Name:	James Trauagline
	Title:	Director

 

SWINGLINE LENDER JPMORGAN CHASE BANK, N.A., as Swingline Lender
By:	\s\ Deborah R. Winkler
	Name:	Deborah R. Winkler
	Title:	Vice President

EXHIBIT A

[Form of Amendment No. 3 Lender Addendum]

AMENDMENT NO. 3 LENDER ADDENDUM

          Reference is made to (i) the Credit Agreement dated as of October 1, 2007 (as amended or otherwise modified, the “Credit Agreement”) between Teleflex Incorporated (the “Borrower”), the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), the Guarantors party thereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”), JPMCB, as collateral agent, and Bank of America, N.A., as syndication agent and (ii) Amendment No. 3 dated as of August 2, 2010 to the Credit Agreement (“Amendment No. 3”). Capitalized terms used and not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement, as amended by Amendment No. 3.

          This is an Amendment No. 3 Lender Addendum (this “Addendum”) referred to in Amendment No. 3, pursuant to the terms of which, upon execution and delivery of this Addendum by the undersigned lender (the “Lender Signatory”), the Lender Signatory shall be deemed to have executed and delivered a counterpart of Amendment No. 3 (and such execution and delivery shall be irrevocable upon the Convertible Notes Amendment Effective Date).

          By execution and delivery of this Addendum, the Lender Signatory hereby agrees as follows:

          [PLEASE CHECK THE APPROPRIATE BOX OR BOXES UNDER PARTS (I) AND (II) BELOW THAT APPLY TO THE LENDER SIGNATORY]

          I. EXISTING LENDERS PARTY TO THE CREDIT AGREEMENT

          o FOR EXISTING REVOLVING CREDIT LENDERS: The Lender Signatory, which is a Revolving Credit Lender under the Credit Agreement, hereby (a) consents to the terms of Amendment No. 3 and (b) agrees that, effective as of the Amendment No. 3 Effective Date, (i) it shall be a Tranche 2 Revolving Credit Lender for purposes of the Credit Agreement as amended by Amendment No. 3, (ii) the entire amount of its Revolving Credit Commitment under the Credit Agreement in effect immediately prior to the Amendment No. 3 Effective Date shall be extended pursuant to Amendment No. 3 and shall be a Tranche 2 Revolving Credit Commitment under the Credit Agreement as so amended and (iii) the amount of its Tranche 2 Revolving Credit Commitment is as set forth in Schedule 2.01 attached to Amendment No. 3.

          o FOR EXISTING TERM LENDERS: The Lender Signatory, which is a Term Lender under the Credit Agreement, hereby (a) consents to the terms of Amendment No. 3 and (b) agrees that, effective as of the Amendment No. 3 Effective Date, (i) it shall be a Tranche 2 Term Lender for purposes of the Credit Agreement as amended by Amendment No. 3, (ii) the entire amount of its outstanding Term Loan under the Credit Agreement in effect immediately prior to the Amendment No. 3 Effective Date shall be extended pursuant to Amendment No. 3 and shall be a Tranche 2 Term Loan under the Credit Agreement as so amended and (iii) the amount of its Tranche 2 Term Loan is as set forth in Schedule 2.01 attached to Amendment No. 3.

          II. NEW TRANCHE 2 LENDERS

          [NOTE: BOX BELOW TO BE CHECKED IF LENDER SIGNATORY (WHETHER AN EXISTING LENDER OR A NEW LENDER) IS PROVIDING A NEW TRANCHE 2 COMMITMENT]

          o The Lender Signatory hereby agrees that, effective as of the Amendment No. 3 Effective Date, (i) it will provide a New Tranche 2 Revolving Credit Commitment and/or a New Tranche 2 Term Loan Commitment, as applicable, under the Credit Agreement as amended by Amendment No. 3 in the amount set forth in Schedule 2.01 attached to Amendment No. 3 (it being understood that allocation of its new Commitment (but in no event exceeding the total amount of the new commitment committed by the Lender Signatory in its commitment advice delivered to the Administrative Agent on or prior to the date hereof on the terms set forth therein) between or to the New Tranche 2 Revolving Credit Commitments and/or New Tranche 2 Term Loan Commitments under the Credit Agreement as so amended and the final amount of such allocation(s) will be determined by, and at the discretion of, J.P. Morgan Securities, Inc, and Bank of America Securities LLC, as Lead Arrangers in respect of Amendment No. 3, in consultation with the Borrower, and listed on such Schedule 2.01) and (ii) (if such Lender Signatory is not currently a party to the Credit Agreement) it shall become a New Tranche 2 Revolving Credit Lender and/or a New Tranche 2 Term Lender, as applicable, party to the Credit Agreement as so amended; provided that the Lender Signatory agrees that, upon request of the Borrower, it will effect such New Tranche 2 Revolving Credit Commitment and/or New Tranche 2 Term Loan Commitment by entering into one or more assignment agreements with one or more existing Lenders as of the Amendment No. 3 Effective Date. The Lender Signatory (if not a party to the Credit Agreement in effect immediately prior to the Amendment No. 3 Effective Date) agrees to deliver to the Administrative Agent an Administrative Questionnaire on or prior to the Amendment No. 3 Effective Date.

          This Addendum shall be construed in accordance with and governed by the law of the State of New York. This Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of such counterparts shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed and delivered by their proper and duly authorized officers as of the date of Amendment No. 3.

Dated as of August 2, 2010	NAME OF LENDER:
	By:
		Name:
		Title:

Accepted and agreed:

TELEFLEX INCORPORATED

By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
	Name:
	Title:

Schedule 1

Released Subsidiaries

1. Sierra International Inc.

2. Telair International Incorporated

3. TFX Marine Incorporated

EX-10.2

Exhibit 10.2

TELEFLEX INCORPORATED

155 South Limerick Road
Limerick, Pennsylvania 19468

As of August 2, 2010

Re: Amendment No. 3 (this “Amendment”) to the Note Purchase
Agreement dated as of July 8, 2004

TO THE NOTEHOLDERS
REFERENCED BELOW

     Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of July 8, 2004 (as in effect on the date hereof, the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”) among Teleflex Incorporated, a Delaware corporation (the “Company”), and each of the institutions named on the signature pages thereof (the “Purchasers”), pursuant to which the Purchasers purchased (i) U.S.$145,000,000 in aggregate principal amount of the Company’s 6.66% Series 2004-1 Tranche A Senior Notes due July 8, 2011, (ii) U.S. $96,500,000 in aggregate principal amount of the Company’s 7.14% Series 2004-1 Tranche B Senior Notes due July 8, 2014 and (iii) U.S. $90,100,000 in aggregate principal amount of the Company’s 7.46% Series 2004-1 Tranche C Senior Notes due July 8, 2016, (collectively, the “Existing Notes”). Each current holder of an Existing Note is herein referred to as a “Noteholder”, and such holders collectively are referred to as the “Noteholders”.

     The Company has requested that the Noteholders agree to amend certain provisions of the Existing Note Agreement as more fully described herein, and the Noteholders are willing to do so, on the terms and conditions set forth herein, and accordingly, the Company and the Noteholders hereby agree as follows:

     Section 1. Definitions. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in the Existing Note Agreement.

     Section 2. Consent to Convertible Subordination Provisions. Attached hereto as Annex A is a subordination article of an indenture pursuant to which the following notes may be issued: (i) convertible senior subordinated notes of the Company expected to be issued on or prior to December 31, 2010 in an offering registered under the Securities Act (the “2010 Convertible Notes”), and (ii) convertible senior subordinated notes of the Company that may be issued from time to time in the future in offerings registered under the Securities Act or in offerings exempt from registration under the Securities Act and in which the initial purchaser(s) acquires such convertible senior subordinated notes with a view to resell such convertible senior subordinated notes to investors pursuant to Rule 144A under the Securities Act. This article sets forth the terms of subordination which would be substantially similar to terms included in the 2010 Convertible Notes and any such convertible senior subordinated notes that may be issued from time to time in the future by the Company (the “Convertible Subordination Provisions”). Effective as provided in Section 5 hereof, the Required Holders shall be deemed to have

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consented to the Convertible Subordination Provisions to be included in the 2010 Convertible Notes and the convertible senior subordinated notes of the Company described in clause (ii) above (the “Consent”).

     Section 3. Amendments. Effective as provided in Section 5 hereof, the Existing Note Agreement shall be amended as follows:

     (a) The Existing Note Agreement is hereby amended by adding the following new definition of “Convertible Subordination Provisions”:

     “Convertible Subordination Provisions” has the meaning set forth in Section 2 of Amendment No. 3, dated as of August 2, 2010, among the Company, the Subsidiary Guarantors and the holders of the Notes.

     (b) The Existing Note Agreement is hereby amended by adding the following new definition of “Qualifying Convertible Notes”:

“Qualifying Convertible Notes” means any series of unsecured notes convertible into or based on common stock of the Company, par value $1 per share (the “Common Stock”) that (i) includes the Convertible Subordination Provisions; (ii) is issued in an offering registered under the Securities Act or in an offering exempt from registration under the Securities Act and in which the initial purchaser(s) acquires such convertible senior subordinated notes with a view to resell such convertible senior subordinated notes to investors pursuant to Rule 144A under the Securities Act; and (iii) does not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the scheduled maturity date of the Series 2004-1 Tranche C Notes, provided, however, that (1) any conversion of such notes by a holder thereof into shares of Common Stock, cash or a combination of cash and shares of Common Stock; (2) the rights of holders of such Indebtedness to convert into shares of Common Stock, cash or a combination of cash and shares of Common Stock; and (3) the rights of holders of such Indebtedness to require any repurchase by the Company upon a fundamental change of such Indebtedness in cash, shall not constitute a scheduled repayment, mandatory redemption or sinking fund obligation.”

     (c) The definition of “Relevant Share” is hereby amended and restated in its entirety with the following:

“Relevant Share” means (a) with respect to Section 8.4(b) as of the date of receipt by the Company or any Subsidiary of any Section 8.4(a) Net Proceeds or Section 8.4(b) Net Proceeds, as the case may be, a ratio equal to (i) the aggregate outstanding principal amount of the Notes at such time over (ii) the sum of (x) the aggregate outstanding principal amount of the Term Loans plus (y) the aggregate outstanding principal amount of the Other Senior Notes plus (z) the aggregate outstanding principal amount of the Notes and (b) with respect to Section 8.4(c) as of the date of payment by the Company which causes the applicable Section 8.4(c) Threshold to be exceeded, a ratio equal to (i) the aggregate outstanding principal amount of the Notes at such time over (ii) the sum of (x) the aggregate outstanding principal amount of the Term Loans plus (y) the

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aggregate outstanding principal amount of the Other Senior Notes plus (z) the aggregate outstanding principal amount of the Notes.”

     (d) The Existing Note Agreement is hereby amended by adding the following new definition of “Section 8.4(c) Payment”:

“Section 8.4(c) Payment” means the sum of all payments in cash by the Company to holders of any and all Qualifying Convertible Notes in respect of such Indebtedness made or paid in connection with the exercise by such holders of their right to require repurchase upon a fundamental change (as defined under the indenture governing such series of Qualifying Convertible Notes) and/or in connection with the exercise by such holders of their conversion rights and the Company satisfies its conversion obligation upon such exercise in full or in part in cash, and the aggregate amount of all such cash payments exceeds $30,000,000 (such amount, the “Section 8.4(c) Threshold”); provided, however, that following the occurrence of the first Section 8.4(c) Payment (if any), the Section 8.4(c) Threshold shall be reduced from $30,000,000 to $5,000,000.”

     (e) Section 8.4 of the Existing Note Agreement is hereby amended by adding a new clause (c) as follows:

“(c) Subject to the limitations provided in the last sentence of this Section 8.4(c), if a Section 8.4(c) Payment occurs prior to the latest maturity date of any outstanding Series of Notes, the Company will promptly give written notice (the “Section 8.4(c) Prepayment Notice”) thereof to each holder of a Note, which notice shall (i) refer specifically to this Section 8.4(c), and specify the amount of the Section 8.4(c) Payment, (ii) specify the Relevant Share of an amount equal to the Section 8.4(c) Payment and the ratable portion thereof to be prepaid in respect of each Note (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal amount of all Notes of all Series at the time outstanding), (iii) specify a Business Day not less than 30 calendar days and not more than 60 calendar days after the date of the Section 8.4(c) Prepayment Notice (the “Section 8.4(c) Prepayment Date”) and specify the Section 8.4(c) Response Date (as defined below) and (iv) offer to prepay on the Section 8.4(c) Prepayment Date such ratable portion of each Note together with accrued and unpaid interest to, but not including, the Section 8.4(c) Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company within 20 Business Days of the date of the Section 8.4(c) Prepayment Notice (the “Section 8.4(c) Response Date”). On the Section 8.4(c) Prepayment Date, the Company shall prepay such ratable portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.4(c) at a price in respect of each Note held by such holder equal to the principal amount of such ratable portion of such Note together with accrued and unpaid interest to, but not including, the Section 8.4(c) Prepayment Date; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Section 8.4(c) Response Date shall be deemed to be a rejection of such offer. For the avoidance of doubt, following a prepayment of Notes by the Company pursuant to this Section 8.4(c), the Company shall not

3

be required to make another offer to prepay Notes pursuant to this Section 8.4(c) until the occurrence of a new Section 8.4(c) Payment. For the avoidance of doubt, this Section 8.4(c) will apply only with respect to a Section 8.4(c) Payment on Qualifying Convertible Notes.

     (f) Section 9 of the Existing Note Agreement is hereby amended by adding a new Section 9.8 as follows:

“9.8. Optional Prepayment of the Other Senior Notes and Partial Prepayment of the Term Loan.

The Company will, within 45 calendar days after the date of issuance on or prior to December 31, 2010 by the Company of Qualifying Convertible Notes, (i) prepay all of the outstanding Other Senior Notes pursuant to Section 8.2 of the Note Purchase Agreement dated as of October 1, 2007 among the Company and each of the institutions named on the signature pages thereof, as amended (the “2007 Note Purchase Agreement”) and (ii) prepay outstanding borrowings under the Term Loan under the Bank Credit Agreement in an amount equal to the lesser of $200.0 million and such amount equal to the difference between the gross proceeds from such offering and the amount applied to prepay all of the outstanding Other Senior Notes pursuant to Section 8.2 of the 2007 Note Purchase Agreement.”

     (g) Section 10.1(i) of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“Indebtedness in respect of (a) convertible notes, provided that (i) such Indebtedness does not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the maturity date of the Series 2004-1 Tranche C Notes and (ii) such Indebtedness is unsecured and subordinated, pursuant to subordination provisions in form and substance reasonably satisfactory to the Required Holders, in right of payment to the Notes and (b) Qualifying Convertible Notes; and”

     (h) Section 10.6 of the Existing Note Agreement is hereby amended by adding the following proviso to the end of clause (b)(ii) thereof:

“provided, however, that this clause (b)(ii) shall not apply to any Restricted Payment made in connection with any convertible note hedge transactions, warrant transactions and capped call transactions, in each case entered into in connection with any series of Qualifying Convertible Notes”;

     (i) Section 10.11 of the Existing Note Agreement is hereby amended by adding the following parenthetical to the end of the last sentence thereof:

“(including, among other Swap Agreements, convertible note hedge transactions, warrant transactions and capped call transactions, in each case entered into in connection with any series of Qualifying Convertible Notes)”; and

     (j) Section 11 of the Existing Note Agreement is hereby amended by adding the following proviso at the end of clause (f) thereof:

“provided, however, that in connection with any series of Qualifying Convertible Notes (1) any conversion of such Indebtedness by a holder thereof into shares of

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Common Stock, cash or a combination of cash and shares of Common Stock; (2) the rights of holders of such Indebtedness to convert into shares of Common Stock, cash or a combination of cash and shares of Common Stock; (3) the rights of holders of such Indebtedness to require any repurchase by the Company upon a fundamental change of such Indebtedness in cash, and (4) the termination of any of Swap Agreements entered into in connection with a convertible note offering, shall not constitute an Event of Default”.

     Section 4. Representations and Warranties. The Company represents and warrants to each Noteholder on the date of effectiveness of this Amendment that:

     (a) the representations and warranties of the Company set forth in the Note Agreement, 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), except for the representations and warranties of the Company set forth in Sections 5.3, 5.4, 5.5, 5.12(b), 5.13 and 5.15 of the Note Agreement, which were true and correct in all material respects on and as of the date of the Note Agreement (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

     (b) this Amendment has been duly authorized, executed and delivered by the Company and this Amendment, the Note Agreement and the Notes each constitute the legal, valid and binding obligation, contract and agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (c) the execution, delivery and performance by the Company of this Amendment (i) does not require the consent or approval of any governmental or regulatory body or agency, and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation or the certificate of incorporation, bylaws or other constitutive document of the Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company, or (3) any provision of any material indenture, agreement or other instrument to which the Company is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (ii)(A)(3) of this Section 4(c);

     (d) immediately prior to, and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Note Agreement; and

     (e) neither the Company nor any of its Affiliates has paid or agreed to pay any fees or other consideration to any creditor in connection with obtaining of the amendment described in Sections 5(d) and (e) below, except for fees paid to lenders and agents in connection with the amendment to the Bank Credit Agreement.

     Section 5. Conditions to Effectiveness. This Amendment and the Consent shall become effective as of the date the following conditions precedent have been satisfied:

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     (a) the execution and delivery hereof by the Company and the Required Holders;

     (b) the payment by the Company of all reasonable fees and expenses of the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders;

     (c) the representations and warranties set forth in Section 4 above shall be true and correct on the date of execution and delivery hereof by the Company;

     (d) Amendment No. 3 to the Bank Credit Agreement, dated as of the date hereof and in the form of Annex B hereto, shall have been executed and delivered by the parties thereto and the Convertible Notes Amendments (as defined therein) shall have become effective; and

     (e) Amendment No. 2 to the 2007 Note Purchase Agreement, dated as of the date hereof and in the form of Annex C hereto, shall have become effective;

provided that if the foregoing conditions precedent are not satisfied on or prior to December 31, 2010, this Amendment shall not become effective.

     Section 6. Condition Subsequent. If this Amendment shall have become effective but the Company shall not have issued Qualifying Convertible Notes on or prior to December 31, 2010, this Amendment shall be void and of no further effect as of January 1, 2011.

     Section 7. Miscellaneous.

     7.1 Ratification; Agreement Unchanged. The Existing Note Agreement and the Existing Notes are in all respects ratified and confirmed, and the terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as amended hereby.

     7.2 References to Note Agreement and Notes. From and after the effective date of this Amendment, all references to “this Agreement” in the Existing Note Agreement and in the Existing Notes shall be deemed to be references to the Note Agreement.

     7.3 Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

     7.4 Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

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     Section 8. Subsidiary Guarantors.

     Each of the Subsidiary Guarantors consents and agrees to the amendments to the Existing Note Agreement effected by this Amendment and ratifies and reaffirms its obligations under the Subsidiary Guaranty Agreement.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day and year first written above.

TELEFLEX INCORPORATED
By: Name:	\s\ C. Jeffrey Jacobs C. Jeffrey Jacobs
Title:	Treasurer
SUBSIDIARY GUARANTORS
ARROW INTERNATIONAL INC.
ARROW INTERNATIONAL INVESTMENT CORP.
ARROW INTERVENTIONAL INC.
SIERRA INTERNATIONAL INC.
SPECIALIZED MEDICAL DEVICES, LLC
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: Name:	\s\ C. Jeffrey Jacobs 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)

ANNEX A

ARTICLE [10].
SUBORDINATION

Section [10.01] Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article [10], to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

Section [10.02] Liquidation; Dissolution; Bankruptcy.

     (a) Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

          (1) holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of Notes will be entitled to receive any payment with respect to the Notes; and

          (2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full, any distribution to which Holders would be entitled but for this Article [10] will be made to holders of Senior Debt, as their interests may appear.

     (b) To the extent any payment of Senior Debt is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, reorganization, insolvency, receivership or similar proceeding, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and the provisions of this Article 10 will be applied accordingly.

Section [10.03] Default on Designated Senior Debt.

     (a) The Company may not make, directly or indirectly through any Subsidiary or other Person, any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property until all principal and other Obligations with respect to the Senior Debt have been paid in full if:

          (1) a default in the payment of principal, premium, if any, interest or any other Obligation due on any Designated Senior Debt (a “Payment Default”) occurs and is continuing (including, without limitation, a payment that has become due as a result of the acceleration of any Designated Senior Debt); or

          (2) any other default (a “Nonpayment Default”) occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or a Representative of such holders. The Trustee shall promptly deliver a copy of any

Payment Blockage Notice received by it to the Company and the Company shall promptly deliver such copy to all holders of Designated Senior Debt. If the holders of a majority in principal amount of all Designated Senior Debt outstanding at the time such Payment Blockage Notice is delivered to the Company shall, within 10 days of their receipt thereof, deliver to the Company and the Trustee a notice rescinding such Payment Blockage Notice, such Payment Blockage Notice shall be deemed not to have been delivered for all purposes of this Indenture. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section [10.03] unless and until at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

     No Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

     (b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:

          (1) in the case of a Payment Default, upon the date upon which such default is cured or waived, and

          (2) in the case of a Nonpayment Default, upon the earlier of the date on which such Nonpayment Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated (in which event the foregoing subclause (1) shall apply),

if this Article [10] otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Section [10.04] Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the Company may not make, directly or indirectly through any Subsidiary or other Person, any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property until all principal and other Obligations with respect to the Senior Debt have been paid in full or such acceleration is rescinded in accordance with the terms of this Indenture. The Company will promptly notify holders of Senior Debt of any such acceleration.

Section [10.05] When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder of the Notes receives any payment of any Obligations with respect to the Notes at a time when the payment is prohibited by Section [10.03]or Section [10.04], such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative, if any, under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article [10], and no implied

covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article [10], except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section [10.06] Notice by Company.

     The Company will promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article [10], but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Article [10].

Section [10.07] Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article [10] to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

Section [10.08] Relative Rights.

     This Article [10] defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will:

          (1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, interest and Additional Interest, if any, on, the Fundamental Change Repurchase Price of, and to pay or deliver any amount due upon conversion of, the Notes in accordance with their terms;

          (2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

          (3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article [10] to pay principal of, interest or Additional Interest, if any, on, the Fundamental Change Repurchase Price of, or to pay or deliver any amount due upon conversion of, the Notes in accordance with their terms, the failure is still a Default or Event of Default.

Section [10.09] Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

     Whenever a distribution is to be made or a notice given to holders of any series of Senior Debt, the distribution may be made and the notice given to their Representative, if they have appointed one, and if no Representative has been appointed by the holders of any series of Senior Debt, such distribution or notice shall be made or given directly to such holders.

     Upon any payment or distribution of assets of the Company referred to in this Article [10], the Trustee and the Holders of Notes will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article [10].

Section [10.11] Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article [10] or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least three Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article [10], except for any acceleration of the Notes prior to making any such payment or distribution which is known by any officer of the Trustee prior to making any such payment or distribution. The notice may only be given by the Company or a Representative. For the avoidance of doubt, no such notice shall constitute a Payment Blockage Notice unless delivered in accordance with Section 10.03(a)(2). Nothing in this Article [10] will impair the claims of, or payments to, the Trustee under or pursuant to [reference to “Compensation and Indemnity” section] hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section [10.12] Authorization to Effect Subordination; Filing Proof of Claim.

     Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article [10], and appoints the Trustee to act as such Holder’s attorneyin-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in [reference to “Trustee May File Proofs of Claim” section] hereof at least 30 days before the expiration of the time to file such claim or any Representative, are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section [10.13] Reliance and Amendments.

     (a) Each Holder of Notes by its acceptance thereof acknowledges and agrees that the subordination provisions set forth in this Article [10] are, and are intended to be, an inducement and a consideration for each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Debt.

     (b) The provisions of this Article [10] may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of this Article [10] that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of a majority in aggregate principal amount of Notes then outstanding.

Section [10.14] No Waiver of Subordination Provisions.

     Without in any way limiting the generality of Section [10.09], the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

ARTICLE [11].
NOTE GUARANTEES

Section [11.02]

     [The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article [10] hereof.]

     Selected Definitions:

     “Additional Interest” means the additional interest payable at the election of the Company as the sole remedy for an Event of Default relating to the failure by the Company to comply with the Company’s Filing Obligations [as such term may be defined in the Indenture] and for any failure by the Company to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939, as amended.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “Board of Directors” means:

          (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

          (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

          (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

          (4) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Business Day” means any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is authorized or obligated by law or executive order to close or be closed.

     “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Capital Stock” means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

          (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

          (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

     “Common Stock” means the common stock of the Company, par value $1.00 per share, at the date of this Indenture, or such other Reference Property into which the Company’s common stock is changed pursuant to [reference to the “Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale” section].

     “Corporate Trust Office” will be at the address of the Trustee specified in [reference to the “Notices” section] hereof or such other address as to which the Trustee may give notice to the Company.

     “Credit Agreement” means that certain Credit Agreement, dated as of October 1, 2007, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Bank of America, N.A., as Syndication Agent, providing for up to $1,800,000,000 of revolving credit and term loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Designated Senior Debt” means:

          (5) any Indebtedness outstanding under the Credit Agreement;

          (6) any Indebtedness outstanding under the Existing Senior Notes; and

          (7) any other Senior Debt the principal amount of which is $[25.0] million or more and that has been designated by the Company as “Designated Senior Debt.”

     “Event of Default” has the meaning specified in [reference to the “Events of Default” section].

     “Existing Note Purchase Agreement” means with respect to any series or tranche of Existing Senior Notes, the note purchase agreement among the Company, the guarantors thereto and the initial holders of such Existing Senior Notes, as supplemented, amended, restated, extended, renewed, replaced or otherwise modified from time to time prior to the date hereof.

     “Existing Senior Notes” (i) the Company’s (a) Series 2004-1 Tranche A Notes due 2011, (b) Series 2004-1 Tranche B Notes due 2014 and (c) Series 2004-1 Tranche C Notes due 2016, each issued pursuant to the Existing Note Purchase Agreement, dated July 8, 2004 and (ii) the Company’s (a) Series A Senior Notes due 2012, (b) Series B Senior Notes due 2014 and (c) Floating Rate Series C Senior Notes due 2012, each issued pursuant to the Existing Note Purchase Agreement, dated October 1, 2007.

     “Existing Senior Note Guarantees” means the Guarantee by certain Subsidiaries of the Company of the Company’s obligations under the Existing Notes Purchase Agreements and the Existing Senior Notes.

     “Fundamental Change Repurchase Price” has the meaning specified in [reference to the “Repurchase of Notes at Option of the Holder upon a Fundamental Change” section].

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such

other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the Indenture.

     “Guarantee” of or by any Person means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:

          (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof;

          (2) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof;

          (3) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; or

          (4) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation;

provided, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. In any computation of the Indebtedness or other liabilities of the obligor under any Guarantee, the Indebtedness or other obligations that are the subject of such Guarantee will be assumed to be direct obligations of such obligor.

     [“Guarantors” [to be agreed]]

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

          (5) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

          (6) other agreements or arrangements designed to manage interest rates or interest rate risk; and

          (7) commodity swap agreements, commodity cap agreements, commodity collar agreements, foreign exchange contracts, currency swap agreements or any other agreements or arrangements designed to protect such Person against fluctuations in, or providing for the transfer or mitigation of risks related to, currency exchange rates or commodity prices, in each case, either generally or under specific contingencies.

     For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.

     “Holder” means a Person in whose name a Note is registered.

     “Indebtedness” of any Person means, any indebtedness of such Person (excluding accrued expenses and commercial letters of credit, trade payables or similar obligations to a trade creditor accrued in the ordinary course of business), whether or not contingent, without duplication:

          (8) all Obligations of such Person for borrowed money (including, without limitation, any such obligations convertible into Capital Stock or other securities);

          (9) all Obligations of such Person evidenced by bonds, debentures, notes or similar instruments or letters of credit (or, without duplication, reimbursement agreements in respect thereof);

          (10) all Obligations of such Person in respect of the deferred and unpaid purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable (excluding current accounts payable incurred in the ordinary course of business);

          (11) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

          (12) all Guarantees by such Person of Indebtedness of others;

          (13) all Capital Lease Obligations of such Person;

          (14) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty;

          (15) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

          (16) representing any Hedging Obligations.

     For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

     “Indenture” means the indenture for the Notes among the Company, the [Guarantors] and the Trustee, as amended or supplemented from time to time.

     [“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.]

     “Notes” means any of the Company’s [.]% Convertible Senior Subordinated Notes due 2017, as amended or supplemented from time to time, issued under the Indenture.

     “Obligations” means any principal, interest, penalties, fees, premiums, make whole amounts, indemnifications, reimbursements, damages and other costs, expenses and liabilities payable under the documentation governing any Indebtedness.

     “Paying Agent” means an office or agency where Notes may be presented for payment.

     “Permitted Convertible Indebtedness Call Transaction” means (i) any call or capped option (or substantively equivalent derivative transaction) on Common Stock purchased by the Company or one of its Subsidiaries in connection with the issuance of the Notes (a “Permitted Bond Hedge Transaction”); and (ii) any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on Common Stock sold by the Company substantially concurrently with any purchase of a related Permitted Bond Hedge Transaction (a “Permitted Warrant Transaction”).

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Reference Property” has the meaning specified in [reference to the “Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale” section].

     “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt; provided that, if no Representative has been appointed by any series of Senior Debt, any holder or group of holders of such series of Senior Debt certifying that it holds a percentage of such series of Designated Senior Debt sufficient to cause the acceleration thereof will be deemed a Representative.

     “Senior Debt” means:

          (17) all Indebtedness of the Company [or any Guarantor] outstanding under the Credit Agreement, all Existing Senior Notes, all Existing Senior Note Guarantees, all Hedging Obligations, all Treasury Management Arrangements and all Obligations with respect to any of the foregoing;

          (18) any other Indebtedness of the Company [or any Guarantor] permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes [or any Note Guarantee]; and

          (19) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

          (20) any liability for federal, state, local or other taxes owed or owing by the Company;

          (21) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

          (22) any Indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (other than with the proceeds of revolving credit borrowings permitted hereby); or

          (23) the portion of any Indebtedness that is incurred in violation of this Indenture; provided that Indebtedness under Designated Senior Debt will not cease to be “Senior Debt” by virtue of this clause (4) if it was advanced on the basis of an Officers’ Certificate to the effect that it was permitted to be incurred under this Indenture.

     “Subsidiary” means, with respect to any specified Person:

          (24) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

          (25) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

     “Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

     “Trustee” means [.], until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

ANNEX B

[Amendment No. 3 to the Bank Credit Agreement]

ANNEX C

[Amendment No. 2 of the 2007 Note Purchase Agreement]

EX-10.3

Exhibit 10.3

TELEFLEX INCORPORATED 155 South Limerick Road
Limerick, Pennsylvania 19468

As of August 2, 2010

Re: Amendment No. 2 (this “Amendment”) to the Note Purchase
Agreement dated as of October 1, 2007

TO THE NOTEHOLDERS
REFERENCED BELOW

     Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of October 1, 2007 (as in effect on the date hereof, the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”) among Teleflex Incorporated, a Delaware corporation (the “Company”), and each of the institutions named on the signature pages thereof (the “Purchasers”), pursuant to which the Purchasers purchased (i) U.S.$130,000,000 in original aggregate principal amount of the Company’s 7.62% Series A Senior Notes due October 1, 2012, (ii) U.S.$40,000,000 in original aggregate principal amount of the Company’s 7.94% Series B Senior Notes due October 1, 2014, and (iii) U.S.$30,000,000 in original aggregate principal amount of the Company’s Floating Rate Series C Senior Notes due October 1, 2012, (collectively, the “Existing Notes”). Each current holder of an Existing Note is herein referred to as a “Noteholder”, and such holders collectively are referred to as the “Noteholders”.

     The Company has requested that the Noteholders agree to amend certain provisions of the Existing Note Agreement as more fully described herein, and the Noteholders are willing to do so, on the terms and conditions set forth herein, and accordingly, the Company and the Noteholders hereby agree as follows:

     Section 1. Definitions. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in the Existing Note Agreement.

     Section 2. Consent to Convertible Subordination Provisions. Attached hereto as Annex A is a subordination article of an indenture pursuant to which the following notes may be issued: (i) the convertible senior subordinated notes the Company expects to issue on or prior to December 31, 2010 in an offering registered under the Securities Act (the “2010 Convertible Notes”), and (ii) convertible senior subordinated notes of the Company that may be issued from time to time in the future in offerings registered under the Securities Act or in offerings exempt from registration under the Securities Act and in which the initial purchaser(s) acquires such convertible senior subordinated notes with a view to resell such convertible senior subordinated notes to investors pursuant to Rule 144A under the Securities Act. This article sets forth the terms of subordination which would be substantially similar to terms included in the 2010 Convertible Notes and any such convertible senior subordinated notes that may be issued from time to time in the future by the Company (the “Convertible Subordination Provisions”). Effective as provided in Section 5 hereof, the Required Holders shall be deemed to have

consented to the Convertible Subordination Provisions to be included in the 2010 Convertible Notes and the convertible senior subordinated notes of the Company described in clause (ii) above (the “Consent”).

     Section 3. Amendments. Effective as provided in Section 5 hereof, the Existing Note Agreement shall be amended as follows:

     (a) The Existing Note Agreement is hereby amended by adding the following new definition of “Convertible Subordination Provisions”:

     “Convertible Subordination Provisions” has the meaning set forth in Section 2 of Amendment No. 2, dated as of August 2, 2010, among the Company, the Subsidiary Guarantors and the holders of Notes.

     (b) The Existing Note Agreement is hereby amended by adding the following new definition of “Qualifying Convertible Notes”:

     “Qualifying Convertible Notes” means any series of unsecured notes convertible into or based on common stock of the Company, par value $1 per share (the “Common Stock”) that (i) includes the Convertible Subordination Provisions; (ii) is issued in an offering registered under the Securities Act or in an offering exempt from registration under the Securities Act and in which the initial purchaser(s) acquires such convertible senior subordinated notes with a view to resell such convertible senior subordinated notes to investors pursuant to Rule 144A under the Securities Act; and (iii) does not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the scheduled maturity date of the Series B Notes, provided, however, that (1) any conversion of such notes by a holder thereof into shares of Common Stock, cash or a combination of cash and shares of Common Stock; (2) the rights of holders of such Indebtedness to convert into shares of Common Stock, cash or a combination of cash and shares of Common Stock; and (3) the rights of holders of such Indebtedness to require any repurchase by the Company upon a fundamental change of such Indebtedness in cash, shall not constitute a scheduled repayment, mandatory redemption or sinking fund obligation.”

     (c) The definition of “Relevant Share” is hereby amended and restated in its entirety with the following:

“Relevant Share” means (a) with respect to Section 8.4(b) as of the date of receipt by the Company or any Subsidiary of any Section 8.4(a) Net Proceeds or Section 8.4(b) Net Proceeds, as the case may be, a ratio equal to (i) the aggregate outstanding principal amount of the Notes at such time over (ii) the sum of (x) the aggregate outstanding principal amount of the Term Loans plus (y) the aggregate outstanding principal amount of the Existing Senior Notes plus (z) the aggregate outstanding principal amount of the Notes and (b) with respect to Section 8.4(c) as of the date of payment by the Company which causes the applicable Section 8.4(c) Threshold to be exceeded, a ratio equal to (i) the aggregate outstanding principal amount of the Notes at such time over (ii) the sum of (x) the aggregate outstanding principal amount of the Term Loans plus (y) the aggregate outstanding principal amount of the Existing Senior Notes plus (z) the aggregate outstanding principal amount of the Notes.”

     (d) The Existing Note Agreement is hereby amended by adding the following new definition of “Section 8.4(c) Payment”:

“Section 8.4(c) Payment” means the sum of all payments in cash by the Company to holders of any and all Qualifying Convertible Notes in respect of such Indebtedness made or paid in connection with the exercise by such holders of their right to require repurchase upon a fundamental change (as defined under the indenture governing such series of Qualifying Convertible Notes) and/or in connection with the exercise by such holders of their conversion rights and the Company satisfies its conversion obligation upon such exercise in full or in part in cash, and the aggregate amount of all such cash payments exceeds $30,000,000 (such amount, the “Section 8.4(c) Threshold”); provided, however, that following the occurrence of the first Section 8.4(c) Payment (if any), the Section 8.4 (c) Threshold shall be reduced from $30,000,000 to $5,000,000.”

     (e) Section 8.4 of the Existing Note Agreement is hereby amended by adding a new clause (c) as follows:

“(c) Subject to the limitations provided in the last sentence of this Section 8.4(c), if a Section 8.4(c) Payment occurs prior to the latest maturity date of any outstanding Series of Notes, the Company will promptly give written notice (the “Section 8.4(c) Prepayment Notice”) thereof to each holder of a Note, which notice shall (i) refer specifically to this Section 8.4(c), and specify the amount of the Section 8.4(c) Payment, (ii) specify the Relevant Share of an amount equal to the Section 8.4(c) Payment and the ratable portion thereof to be prepaid in respect of each Note (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal amount of all Notes of all Series at the time outstanding), (iii) specify a Business Day not less than 30 calendar days and not more than 60 calendar days after the date of the Section 8.4(c) Prepayment Notice (the “Section 8.4(c) Prepayment Date”) and specify the Section 8.4(c) Response Date (as defined below) and (iv) offer to prepay on the Section 8.4(c) Prepayment Date such ratable portion of each Note together with accrued and unpaid interest to, but not including, the Section 8.4(c) Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company within 20 Business Days of the date of the Section 8.4(c) Prepayment Notice (the “Section 8.4(c) Response Date”). On the Section 8.4(c) Prepayment Date, the Company shall prepay such ratable portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.4(c) at a price in respect of each Note held by such holder equal to the principal amount of such ratable portion of such Note together with accrued and unpaid interest to, but not including, the Section 8.4(c) Prepayment Date; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Section 8.4(c) Response Date shall be deemed to be a rejection of such offer. For the avoidance of doubt, following a prepayment of Notes by the Company pursuant to this Section 8.4(c), the Company shall not be required to make another offer to prepay Notes pursuant to this Section 8.4(c) until the occurrence of a new Section 8.4(c) Payment. For the avoidance of

doubt, this Section 8.4(c) will apply only with respect to a Section 8.4(c) Payment on Qualifying Convertible Notes.

     (f) Section 9 of the Existing Note Agreement is hereby amended by adding a new Section 9.8 as follows:

“9.8. Optional Prepayment of the Notes and Partial Prepayment of the Term Loan.

The Company will, within 45 calendar days after the date of issuance on or prior to December 31, 2010 by the Company of Qualifying Convertible Notes, (i) prepay all of the outstanding Notes pursuant to Section 8.2 and (ii) prepay outstanding borrowings under the Term Loan under the Bank Credit Agreement in an amount equal to the lesser of $200.0 million and such amount equal to the difference between the gross proceeds from such offering and the amount applied to prepay all of the outstanding Notes pursuant to Section 8.2.”

     (g) Section 10.1(i) of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

“Indebtedness in respect of (a) convertible notes, provided that (i) such Indebtedness does not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the maturity date of the Series B Notes and (ii) such Indebtedness is unsecured and subordinated, pursuant to subordination provisions in form and substance reasonably satisfactory to the Required Holders, in right of payment to the Notes and (b) Qualifying Convertible Notes; and”

     (h) Section 10.6 of the Existing Note Agreement is hereby amended by adding the following proviso to the end of clause (b)(ii) thereof:

“provided, however, that this clause (b)(ii) shall not apply to any Restricted Payment made in connection with any convertible note hedge transactions, warrant transactions and capped call transactions, in each case entered into in connection with any series of Qualifying Convertible Notes”;

     (i) Section 10.11 of the Existing Note Agreement is hereby amended by adding the following parenthetical to the end of the last sentence thereof:

“(including, among other Swap Agreements, convertible note hedge transactions, warrant transactions and capped call transactions, in each case entered into in connection with any series of Qualifying Convertible Notes)”; and

     (j) Section 11 of the Existing Note Agreement is hereby amended by adding the following proviso at the end of clause (f) thereof:

“provided, however, that in connection with any series of Qualifying Convertible Notes (1) any conversion of such Indebtedness by a holder thereof into shares of Common Stock, cash or a combination of cash and shares of Common Stock; (2) the rights of holders of such Indebtedness to convert into shares of Common

Stock, cash or a combination of cash and shares of Common Stock; (3) the rights of holders of such Indebtedness to require any repurchase by the Company upon a fundamental change of such Indebtedness in cash, and (4) the termination of any of Swap Agreements entered into in connection with a convertible note offering, shall not constitute an Event of Default”.

     Section 4. Representations and Warranties. The Company represents and warrants to each Noteholder on the date of effectiveness of this Amendment that:

     (a) the representations and warranties of the Company set forth in the Note Agreement, 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), except for the representations and warranties of the Company set forth in Sections 5.3, 5.4, 5.5, 5.12(b), 5.13 and 5.15 of the Note Agreement, which were true and correct in all material respects on and as of the date of the Note Agreement (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

     (b) this Amendment has been duly authorized, executed and delivered by the Company and this Amendment, the Note Agreement and the Notes each constitute the legal, valid and binding obligation, contract and agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (c) the execution, delivery and performance by the Company of this Amendment (i) does not require the consent or approval of any governmental or regulatory body or agency, and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation or the certificate of incorporation, bylaws or other constitutive document of the Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company, or (3) any provision of any material indenture, agreement or other instrument to which the Company is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (ii)(A)(3) of this Section 4(c);

     (d) immediately prior to, and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Note Agreement; and

     (e) neither the Company nor any of its Affiliates has paid or agreed to pay any fees or other consideration to any creditor in connection with obtaining of the amendment described in Sections 5(d) and (e) below, except for fees paid to lenders and agents in connection with the amendment to the Bank Credit Agreement.

     Section 5. Conditions to Effectiveness. This Amendment and the Consent shall become effective as of the date the following conditions precedent have been satisfied:

     (a) the execution and delivery hereof by the Company and the Required Holders;

     (b) the payment by the Company of all reasonable fees and expenses of the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders;

     (c) the representations and warranties set forth in Section 4 above shall be true and correct on the date of execution and delivery hereof by the Company;

     (d) Amendment No. 3 to the Bank Credit Agreement, dated as of the date hereof and in the form of Annex B hereto, shall have been executed and delivered by the parties thereto and the Convertible Notes Amendments (as defined therein) shall have become effective; and

     (e) Amendment No. 3 to the 2004 Note Purchase Agreement, dated as of the date hereof and in the form of Annex C hereto, shall have become effective;

provided that if the foregoing conditions precedent are not satisfied on or prior to December 31, 2010, this Amendment shall not become effective.

     Section 6. Condition Subsequent. If this Amendment shall have become effective but the Company shall not have issued Qualifying Convertible Notes on or prior to December 31, 2010, this Amendment shall be void and of no further effect as of January 1, 2011.

     Section 7. Waiver. Each holder of Notes hereby waives the 30 day prior notice provision of Section 8.2 under the Existing Note Agreement in connection with the prepayment contemplated by Section 9.8 of the Note Agreement, and the Company hereby agrees to provide 3 Business Days’ prior notice under Section 8.2 of the Existing Note Agreement in connection with such prepayment.

     Section 8. Miscellaneous.

     8.1 Ratification; Agreement Unchanged. The Existing Note Agreement and the Existing Notes are in all respects ratified and confirmed, and the terms, covenants and agreements thereof shall remain unchanged and in full force and effect except as amended hereby.

     8.2 References to Note Agreement and Notes. From and after the effective date of this Amendment, all references to “this Agreement” in the Existing Note Agreement and in the Existing Notes shall be deemed to be references to the Note Agreement.

     8.3 Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

     8.4 Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

     Section 9. Subsidiary Guarantors. Each of the Subsidiary Guarantors consents and agrees to the amendments to the Existing Note Agreement effected by this Amendment and ratifies and reaffirms its obligations under the Subsidiary Guaranty Agreement.

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first written above.

TELEFLEX INCORPORATED

By: \s\ C. Jeffrey Jacobs                                 

Name: C. Jeffrey Jacobs

Title: Treasurer

SUBSIDIARY GUARANTORS

ARROW INTERNATIONAL INC.

ARROW INTERNATIONAL INVESTMENT CORP.

ARROW INTERVENTIONAL INC.

SIERRA INTERNATIONAL INC.

SPECIALIZED MEDICAL DEVICES, LLC

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)

ANNEX A

ARTICLE [10].
SUBORDINATION

Section [10.01] Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article [10], to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

Section [10.02] Liquidation; Dissolution; Bankruptcy.

     (a) Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

          (1) holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of Notes will be entitled to receive any payment with respect to the Notes; and

          (2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full, any distribution to which Holders would be entitled but for this Article [10] will be made to holders of Senior Debt, as their interests may appear.

     (b) To the extent any payment of Senior Debt is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, reorganization, insolvency, receivership or similar proceeding, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and the provisions of this Article 10 will be applied accordingly.

Section [10.03] Default on Designated Senior Debt.

     (a) The Company may not make, directly or indirectly through any Subsidiary or other Person, any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property until all principal and other Obligations with respect to the Senior Debt have been paid in full if:

          (1) a default in the payment of principal, premium, if any, interest or any other Obligation due on any Designated Senior Debt (a “Payment Default”) occurs and is continuing (including, without limitation, a payment that has become due as a result of the acceleration of any Designated Senior Debt); or

          (2) any other default (a “Nonpayment Default”) occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or a Representative of such holders. The Trustee shall promptly deliver a copy of any

Payment Blockage Notice received by it to the Company and the Company shall promptly deliver such copy to all holders of Designated Senior Debt. If the holders of a majority in principal amount of all Designated Senior Debt outstanding at the time such Payment Blockage Notice is delivered to the Company shall, within 10 days of their receipt thereof, deliver to the Company and the Trustee a notice rescinding such Payment Blockage Notice, such Payment Blockage Notice shall be deemed not to have been delivered for all purposes of this Indenture. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section [10.03] unless and until at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

     No Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

     (b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:

          (1) in the case of a Payment Default, upon the date upon which such default is cured or waived, and

          (2) in the case of a Nonpayment Default, upon the earlier of the date on which such Nonpayment Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated (in which event the foregoing subclause (1) shall apply),

if this Article [10] otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Section [10.04] Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the Company may not make, directly or indirectly through any Subsidiary or other Person, any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property until all principal and other Obligations with respect to the Senior Debt have been paid in full or such acceleration is rescinded in accordance with the terms of this Indenture. The Company will promptly notify holders of Senior Debt of any such acceleration.

Section [10.05] When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder of the Notes receives any payment of any Obligations with respect to the Notes at a time when the payment is prohibited by Section [10.03]or Section [10.04], such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative, if any, under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article [10], and no implied

covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article [10], except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section [10.06] Notice by Company.

     The Company will promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article [10], but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Article [10].

Section [10.07] Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article [10] to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

Section [10.08] Relative Rights.

     This Article [10] defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will:

          (1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, interest and Additional Interest, if any, on, the Fundamental Change Repurchase Price of, and to pay or deliver any amount due upon conversion of, the Notes in accordance with their terms;

          (2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

          (3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article [10] to pay principal of, interest or Additional Interest, if any, on, the Fundamental Change Repurchase Price of, or to pay or deliver any amount due upon conversion of, the Notes in accordance with their terms, the failure is still a Default or Event of Default.

Section [10.09] Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

     Whenever a distribution is to be made or a notice given to holders of any series of Senior Debt, the distribution may be made and the notice given to their Representative, if they have appointed one, and if no Representative has been appointed by the holders of any series of Senior Debt, such distribution or notice shall be made or given directly to such holders.

     Upon any payment or distribution of assets of the Company referred to in this Article [10], the Trustee and the Holders of Notes will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article [10].

Section [10.11] Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article [10] or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least three Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article [10], except for any acceleration of the Notes prior to making any such payment or distribution which is known by any officer of the Trustee prior to making any such payment or distribution. The notice may only be given by the Company or a Representative. For the avoidance of doubt, no such notice shall constitute a Payment Blockage Notice unless delivered in accordance with Section 10.03(a)(2). Nothing in this Article [10] will impair the claims of, or payments to, the Trustee under or pursuant to [reference to “Compensation and Indemnity” section] hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section [10.12] Authorization to Effect Subordination; Filing Proof of Claim.

     Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article [10], and appoints the Trustee to act as such Holder’s attorneyin-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in [reference to “Trustee May File Proofs of Claim” section] hereof at least 30 days before the expiration of the time to file such claim or any Representative, are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section [10.13] Reliance and Amendments.

     (a) Each Holder of Notes by its acceptance thereof acknowledges and agrees that the subordination provisions set forth in this Article [10] are, and are intended to be, an inducement and a consideration for each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Debt.

     (b) The provisions of this Article [10] may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of this Article [10] that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of a majority in aggregate principal amount of Notes then outstanding.

Section [10.14] No Waiver of Subordination Provisions.

     Without in any way limiting the generality of Section [10.09], the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

ARTICLE [11].
NOTE GUARANTEES

Section [11.02]

     [The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article [10] hereof.]

Selected Definitions:

     “Additional Interest” means the additional interest payable at the election of the Company as the sole remedy for an Event of Default relating to the failure by the Company to comply with the Company’s Filing Obligations [as such term may be defined in the Indenture] and for any failure by the Company to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939, as amended.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

       “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “Board of Directors” means:

          (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

          (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

          (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

          (4) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Business Day” means any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is authorized or obligated by law or executive order to close or be closed.

     “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Capital Stock” means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

          (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

          (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

     “Common Stock” means the common stock of the Company, par value $1.00 per share, at the date of this Indenture, or such other Reference Property into which the Company’s common stock is changed pursuant to [reference to the “Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale” section].

     “Corporate Trust Office” will be at the address of the Trustee specified in [reference to the “Notices” section] hereof or such other address as to which the Trustee may give notice to the Company.

     “Credit Agreement” means that certain Credit Agreement, dated as of October 1, 2007, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and Bank of America, N.A., as Syndication Agent, providing for up to $1,800,000,000 of revolving credit and term loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means:

          (5) any Indebtedness outstanding under the Credit Agreement;

          (6) any Indebtedness outstanding under the Existing Senior Notes; and

          (7) any other Senior Debt the principal amount of which is $[25.0] million or more and that has been designated by the Company as “Designated Senior Debt.”

     “Event of Default” has the meaning specified in [reference to the “Events of Default” section].

     “Existing Note Purchase Agreement” means with respect to any series or tranche of Existing Senior Notes, the note purchase agreement among the Company, the guarantors thereto and the initial holders of such Existing Senior Notes, as supplemented, amended, restated, extended, renewed, replaced or otherwise modified from time to time prior to the date hereof.

     “Existing Senior Notes” (i) the Company’s (a) Series 2004-1 Tranche A Notes due 2011, (b) Series 2004-1 Tranche B Notes due 2014 and (c) Series 2004-1 Tranche C Notes due 2016, each issued pursuant to the Existing Note Purchase Agreement, dated July 8, 2004 and (ii) the Company’s (a) Series A Senior Notes due 2012, (b) Series B Senior Notes due 2014 and (c) Floating Rate Series C Senior Notes due 2012, each issued pursuant to the Existing Note Purchase Agreement, dated October 1, 2007.

     “Existing Senior Note Guarantees” means the Guarantee by certain Subsidiaries of the Company of the Company’s obligations under the Existing Notes Purchase Agreements and the Existing Senior Notes.

     “Fundamental Change Repurchase Price” has the meaning specified in [reference to the “Repurchase of Notes at Option of the Holder upon a Fundamental Change” section].

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such

other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the Indenture.

     “Guarantee” of or by any Person means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:

          (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof;

          (2) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof;

          (3) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; or

          (4) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation;

provided, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. In any computation of the Indebtedness or other liabilities of the obligor under any Guarantee, the Indebtedness or other obligations that are the subject of such Guarantee will be assumed to be direct obligations of such obligor.

     [“Guarantors” [to be agreed]]

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

          (5) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

          (6) other agreements or arrangements designed to manage interest rates or interest rate risk; and

          (7) commodity swap agreements, commodity cap agreements, commodity collar agreements, foreign exchange contracts, currency swap agreements or any other agreements or arrangements designed to protect such Person against fluctuations in, or providing for the transfer or mitigation of risks related to, currency exchange rates or commodity prices, in each case, either generally or under specific contingencies.

     For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.

“Holder” means a Person in whose name a Note is registered.

     “Indebtedness” of any Person means, any indebtedness of such Person (excluding accrued expenses and commercial letters of credit, trade payables or similar obligations to a trade creditor accrued in the ordinary course of business), whether or not contingent, without duplication:

          (8) all Obligations of such Person for borrowed money (including, without limitation, any such obligations convertible into Capital Stock or other securities);

          (9) all Obligations of such Person evidenced by bonds, debentures, notes or similar instruments or letters of credit (or, without duplication, reimbursement agreements in respect thereof);

          (10) all Obligations of such Person in respect of the deferred and unpaid purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable (excluding current accounts payable incurred in the ordinary course of business);

          (11) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

          (12) all Guarantees by such Person of Indebtedness of others;

          (13) all Capital Lease Obligations of such Person;

          (14) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty;

          (15) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

          (16) representing any Hedging Obligations.

     For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

     “Indenture” means the indenture for the Notes among the Company, the [Guarantors] and the Trustee, as amended or supplemented from time to time.

     [“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.]

     “Notes” means any of the Company’s [.]% Convertible Senior Subordinated Notes due 2017, as amended or supplemented from time to time, issued under the Indenture.

     “Obligations” means any principal, interest, penalties, fees, premiums, make whole amounts, indemnifications, reimbursements, damages and other costs, expenses and liabilities payable under the documentation governing any Indebtedness.

     “Paying Agent” means an office or agency where Notes may be presented for payment.

     “Permitted Convertible Indebtedness Call Transaction” means (i) any call or capped option (or substantively equivalent derivative transaction) on Common Stock purchased by the Company or one of its Subsidiaries in connection with the issuance of the Notes (a “Permitted Bond Hedge Transaction”); and (ii) any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on Common Stock sold by the Company substantially concurrently with any purchase of a related Permitted Bond Hedge Transaction (a “Permitted Warrant Transaction”).

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Reference Property” has the meaning specified in [reference to the “Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale” section].

     “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt; provided that, if no Representative has been appointed by any series of Senior Debt, any holder or group of holders of such series of Senior Debt certifying that it holds a percentage of such series of Designated Senior Debt sufficient to cause the acceleration thereof will be deemed a Representative.

     “Senior Debt” means:

          (17) all Indebtedness of the Company [or any Guarantor] outstanding under the Credit Agreement, all Existing Senior Notes, all Existing Senior Note Guarantees, all Hedging Obligations, all Treasury Management Arrangements and all Obligations with respect to any of the foregoing;

          (18) any other Indebtedness of the Company [or any Guarantor] permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes [or any Note Guarantee]; and

          (19) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

          (20) any liability for federal, state, local or other taxes owed or owing by the Company;

          (21) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

          (22) any Indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (other than with the proceeds of revolving credit borrowings permitted hereby); or

          (23) the portion of any Indebtedness that is incurred in violation of this Indenture; provided that Indebtedness under Designated Senior Debt will not cease to be “Senior Debt” by virtue of this clause (4) if it was advanced on the basis of an Officers’ Certificate to the effect that it was permitted to be incurred under this Indenture.

     “Subsidiary” means, with respect to any specified Person:

          (24) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

          (25) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

     “Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

     “Trustee” means [.], until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

ANNEX B

[Amendment No. 3 to the Bank Credit Agreement]

ANNEX C

[Amendment No. 3 of the 2004 Note Purchase Agreement]