Teleflex Incorporated (Form: 8-K)

J.P. MORGAN SECURITIES LLC
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers

SERIES A INCREMENTAL TERM LOAN AGREEMENT (“this Agreement”) dated as of March 4, 2011 between TELEFLEX INCORPORATED (the “Borrower”), each of the Guarantors identified under the caption “GUARANTORS” on the signature pages hereto, each of the SERIES A INCREMENTAL TERM LENDERS identified under the caption “Series A Incremental Term Lender” on Schedule I hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

The Borrower, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent, JPMCB, as Collateral Agent, and Bank of America, N.A., as Syndication Agent, are parties to a Credit Agreement dated as of October 1, 2007 (as amended from time to time, the “Credit Agreement”); and

Pursuant to Section 2.20 of the Credit Agreement, the Borrower may request that one or more Persons (which may include the Lenders under the Credit Agreement) offer to enter into Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments on the terms set forth therein. The Borrower has requested that Incremental Term Loan Commitments under Section 2.20 of the Credit Agreement be made available to it in an aggregate principal amount equal to $100,000,000 in a single tranche of term loans to be designated the “Series A Incremental Term Loans”. The Series A Incremental Term Lenders (as defined below) are willing to make such term loans on the terms and conditions set forth below and in accordance with the applicable provisions of the Credit Agreement, and accordingly, the parties hereto hereby agree as follows:

Terms defined in the Credit Agreement are used herein as defined therein, except to the extent the same term is defined herein, in which case this Agreement shall control. The following terms have the meanings specified below:

“Lender Addendum” means, with respect to each Series A Incremental Term Lender, a Lender Addendum substantially in the form of Exhibit A to Amendment No. 4 dated as of March 4, 2011 to the Credit Agreement (with such changes thereto, or in such other form, as shall be satisfactory to the Administrative Agent), executed and delivered by such Lender as provided in clause (a) of Article IV of this Agreement.

“Required Series A Incremental Term Lenders” means, at any time, Series A Incremental Term Lenders having Series A Incremental Term Loan Commitments representing at least a majority of the total Series A Incremental Term Loan Commitments at such time.

“Series A Incremental Term Lenders” means (a) on the Series A Incremental Term Loan Effective Date, the Persons listed on Schedule I hereto under the caption “Series A Incremental Term Lender” that have executed and delivered a Lender Addendum as a Series A Incremental Term Lender and (b) thereafter, any other Person that shall hold a Series A Incremental Term Loan, other than any Person that ceases to be a Series A Incremental Term Lender pursuant to the Credit Agreement.

“Series A Incremental Term Loan Commitment” means, with respect to each Series A Incremental Term Lender, the commitment of such Lender to make a Series A Incremental Term Loan hereunder and under the Credit Agreement. As of the Series A Incremental Term Loan Effective Date, the amount of each Series A Incremental Term Lender’s Series A Incremental Term Loan Commitment is set forth on Schedule I hereto. The aggregate original amount of the Series A Incremental Term Loan Commitments is $100,000,000.

“Series A Incremental Term Loan Effective Date” means the date on which the conditions specified in Article IV of this Agreement are satisfied (or waived by the Required Series A Incremental Term Lenders).

“Series A Incremental Term Loans” means the Loans made to the Borrower pursuant to this Agreement which shall constitute a single tranche of Incremental Term Loans under Section 2.20 of the Credit Agreement.

Section 2.01. Series A Incremental Commitments. Subject to the terms and conditions set forth herein and in the Credit Agreement, each Series A Incremental Term Lender agrees to make a Series A Incremental Term Loan to the Borrower on the Series A Incremental Term Loan Effective Date, in a principal amount equal to such Series A Incremental Term Lender’s Series A Incremental Term Loan Commitment. Proceeds of Series A Incremental Term Loans shall be used by the Borrower to (a) retire all of its existing 6.66% Series 2004-1 Tranche A Notes due 2011, 7.14% Series 2004-1 Tranche B Notes due 2014 and 7.46% Series 2004-1 Tranche C Notes due 2016 (the “2004 Existing Senior Notes”), issued pursuant to the Note Purchase Agreement, dated July 8, 2004, as amended (the “2004 Note Purchase Agreement”), pursuant to the terms of the 2004 Note Purchase Agreement and/or (b) repay any Revolving Credit Loans borrowed in connection with the retirement of the 2004 Existing Senior Notes.

Section 2.02. Termination of Series A Incremental Term Loan Commitments. Unless previously terminated, the Series A Incremental Term Loan Commitments shall terminate after the borrowing of the Series A Incremental Term Loans on the Series A Incremental Term Loan Effective Date.

Section 2.03. Repayment of Series A Incremental Term Loan. The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of each Series A Incremental Term Lender the principal amount of the Series A Incremental Term Loans held by such Series A Incremental 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 such date in respect of all Series A Incremental Term Loans held by the Series A Incremental Term Lenders to be in an amount equal to the percentage specified below of the aggregate original principal amount of the Series A Incremental Term Loans outstanding as of Series A Incremental Term Loan Effective Date (with the final such installment on the Tranche 2 Term Loan Maturity Date being in the aggregate principal amount of Series A Incremental Term Loans then outstanding):


Tranche 2 Principal Payment Date Falling on or Nearest to:	Percentage of Original Principal Amount

December 31, 2012		2.5	%
March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013	2.5% 2.5% 2.5% 2.5%
March 31, 2014 June 30, 2014 Tranche 2 Term Loan Maturity Date	2.5% 2.5% Balance.

Section 2.04. Interest Rate. The interest rate payable on the Series A Incremental Term Loan pursuant to the Credit Agreement (and the “Applicable Rate” with respect thereto) shall be the same as the interest rate payable on the Tranche 2 Term Loans.

Section 2.05. Status of Agreement. The Series A Incremental Term Loan Commitments constitute Incremental Term Loan Commitments, the Series A Incremental Term Loans constitute Incremental Term Loans and each Series A Incremental Term Lender constitutes an Incremental Term Lender, in each case, under and for all purposes of the Credit Agreement. This Agreement constitutes the agreement with respect to the Series A Incremental Term Loan Commitments and the Series A Incremental Term Loans under Section 2.20 of the Credit Agreement and a “Loan Document” for purposes of the Credit Agreement.

Section 2.06. Notice of Series A Incremental Term Loan Commitments; Consent of Administrative Agent. This Agreement constitutes the Borrower’s notice to the Administrative Agent required under Section 2.20 of the Credit Agreement with respect to the Series A Incremental Term Loan Commitments. By its execution and delivery of this Agreement, the Administrative Agent hereby acknowledges and consents to this Agreement, the Series A Incremental Term Lenders and the terms of the Series A Incremental Term Loans, to the extent such acknowledgment and/or consent is required under Section 2.20 of the Credit Agreement.

Section 2.07. Treatment of Series A Incremental Term Loans as Tranche 2 Term Loans. Pursuant to clause (vi) of Section 2.20 of the Credit Agreement, the Series A Incremental Term Loans shall be treated as Tranche 2 Term Loans, and not as a separate tranche of Term Loans, for purposes of the Credit Agreement. As such, upon the making of the Series A Incremental Term Loans as of the Series A Incremental Term Loan Effective Date, as provided by the penultimate paragraph of Section 2.20 of the Credit Agreement, such Series A 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.

The Borrower represents and warrants to the Administrative Agent and the Series A Incremental Term Lenders that, as of the date hereof and after giving effect to the provisions hereof, (a) the representations and warranties of the Borrower set forth in the Credit Agreement, 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); and (b) no Default shall have occurred and be continuing under the Credit Agreement.

The obligation of each Series A Incremental Term Lender to make a Series A Incremental Term Loan pursuant to this Agreement and the Credit Agreement is subject to the satisfaction of the following conditions (unless waived by the Required Series A Incremental Term Lenders) on or prior to March 15, 2011:

(a) Counterparts of Agreement. The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party (or, in the case of each Series A Incremental Term Lender, a Lender Addendum signed on behalf of such party as a Series A Incremental Term Lender) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement or a Lender Addendum, as applicable) that such party has signed a counterpart of this Agreement or Lender Addendum, as applicable.

(b) Opinion of Counsel to the Loan Parties. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Series A Incremental Term Lenders and dated the Series A Incremental Term Loan 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 Agreement 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 Administrative Agent and the Series A Incremental Term Lenders).

(c) Corporate Matters. The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Series A Incremental Term Loans and any other legal matters relating to the Borrower, the other Loan Parties or this Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.

(d) Execution of Amendment No. 4. The Administrative Agent (or its counsel) shall have received executed counterparts of Amendment No. 4 dated as of the date hereof to the Credit Agreement between the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent (“Amendment No. 4”) and Amendment No. 4 shall become effective concurrently with the satisfaction of the conditions under this Article IV and the making of the Series A Incremental Term Loans.

(e) Fees and Expenses. The Borrower shall have paid to the Administrative Agent on the Series A Incremental Term Loan Effective Date: (i) for the account of each Series A Incremental Term Lender, an upfront fee, in each case, in a percentage agreed to by the Borrower and the Joint Lead Arrangers (as defined in Section 5.01 hereof) of the amount of such Series A Incremental Term Lender’s Series A Incremental Term Loan Commitment (as set forth in Schedule I hereto); and (ii) for the account of the Joint Lead Arrangers and the Administrative Agent, as applicable, all fees and expenses (including fees and disbursements of counsel) separately agreed in writing to be paid or reimbursed by the Borrower in connection with this Agreement.

(f) Additional Conditions. Each of the conditions precedent set forth in Sections 2.20 and 4.02 of the Credit Agreement (after giving effect to Amendment No. 4 and without duplication) with respect to the Series A Incremental Term Loan Commitments and the making of Series A Incremental Term Loans on the Series A Incremental Term Loan Effective Date shall have been satisfied, and the Administrative Agent shall have received a certificate of a duly authorized officer, dated the Series A Incremental Term Loan Effective Date, stating that such conditions have been satisfied, as contemplated under Section 2.20 of the Credit Agreement.

SECTION 5.01. Expenses. The Borrower agrees to pay or reimburse each of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Joint Lead Arrangers and Joint Bookrunners in respect of this Agreement (collectively, the “Joint Lead Arrangers”), their respective affiliates and the Administrative Agent for all reasonable out-of-pocket expenses incurred by any of them, including the reasonable fees, charges and disbursements of their counsel, in connection with the syndication of the Series A Incremental Term Loan Commitments provided for herein and the preparation, negotiation, execution and delivery of, and satisfaction of the conditions under, this Agreement.

SECTION 5.02. Counterparts, Etc. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to the syndication of the Series A Incremental Term Loan Commitments provided for herein and the fees payable in connection herewith constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page to this Agreement or a Lender Addendum, as applicable, by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 5.03. Governing Law, Etc. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any jurisdiction. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 5.04. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 5.05. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 5.06. USA Patriot Act. Each Series A Incremental Term Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), such Series A Incremental Term Lender may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Series A Incremental Term Lender to identify the Borrower in accordance with said Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

By its signature below, the undersigned hereby consents to the foregoing Series A Incremental Term Loan Agreement and confirms that the Series A Incremental Term Loans shall constitute Guaranteed Obligations for purposes of the Credit Agreement and the other Loan Documents and shall be entitled to the benefits of the Guarantee of the Guarantors and collateral provided under the Loan Documents:

GUARANTORS
ARROW INTERNATIONAL INC.
ARROW INTERNATIONAL INVESTMENT CORP.
ARROW INTERVENTIONAL, INC.
SPECIALIZED MEDICAL DEVICES, LLC
TECHNOLOGY HOLDING COMPANY
TELEFLEX MEDICAL INCORPORATED
TFX EQUITIES INCORPORATED
TFX INTERNATIONAL CORPORATION
TFX NORTH AMERICA INC.
THE STEPIC MEDICAL DISTRIBUTION CORPORATION
By: /s/ C. Jeffrey Jacobs
Name: C. Jeffry 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)


	Series A
	Incremental Term
Series A Incremental Term Lender	Loan Commitment
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	10,000,000.00
The Bank of Nova Scotia	$	9,666,963.16
DnB NOR Bank ASA, New York Branch	$	7,688,980.20
Citizens Bank	$	6,849,733.90
Mizuho Corporate Bank, Ltd.	$	6,849,733.90
Sumitomo Mitsui Banking Corp.	$	6,849,733.90
PNC Bank, National Association	$	6,658,971.90
Credit Agricole Corporate & Investment Bank	$	5,726,616.54
HSBC Bank USA, National Association	$	5,126,440.58
The Governor and Company of the Bank of Ireland	$	4,428,571.43
Royal Bank of Canada	$	4,130,868.21
National Penn Bank	$	3,250,000.00
KeyBank National Association	$	3,239,534.88
First Niagara Bank, N.A.	$	3,215,002.77
Comerica Bank	$	3,010,568.52
Wells Fargo Bank, N.A.	$	3,010,568.52
The Northern Trust Company	$	3,000,000.00
Brown Brothers Harriman & Co.	$	2,500,000.00
Taiwan Business Bank, LA Branch	$	1,298,135.05
Chang Hwa Commercial Bank, Ltd., New York Branch	$	1,109,715.21
Mega International Commercial Bank Co, Ltd. New York Branch	$	856,216.74
Hua Nan Commercial Bank, Ltd. New York Agency	$	572,756.25
Hua Nan Commercial Bank, Ltd., Los Angeles Branch	$	572,756.25
The Bank of East Asia, Limited, New York Branch	$	388,132.09
TOTAL	$	100,000,000.00

AMENDMENT NO. 4 (this “Amendment”) dated as of March 4, 2011 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 party hereto 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;

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. Effective as provided (and subject to the satisfaction of the conditions precedent 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. 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):

“Amendment No. 4” means that certain Amendment No. 4 dated as of March 4, 2011 to this Agreement, between the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 4 Effective Date” means the date on which the conditions specified in Section 4 of Amendment No. 4 are satisfied (or waived by the Required Lenders).

“Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents, the Security Documents, each promissory note of the Borrower issued hereunder, each agreement entered into pursuant to Section 2.20 and each joinder or similar agreement of a Subsidiary entered into pursuant to Section 5.09.

2.03. Incremental Commitments and Loans. Section 2.20 of the Credit Agreement shall be amended as follows: (a) clause (i) of the second proviso of the first sentence thereof shall be amended by inserting at the end thereof, immediately prior to the semi-colon, the following: “(it being understood that such amount shall not be reduced by the amount of the Incremental Term Loans contemplated by Section 4(b) of Amendment No. 4)”; and (b) clause (ii) of the second proviso of the first sentence thereof shall be amended and restated in its entirety to read as follows: “(ii) the minimum amount of any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall be $2,000,000 or a larger multiple of $500,000;”.

2.04. Investments and Acquisitions. Section 6.05 of the Credit Agreement shall be amended as follows:

(a) The word “and” at the end of clause (h) thereof shall be deleted and existing clause (i) thereof shall be re-lettered as clause “(l)” (and any references in the Credit Agreement to Section 6.05(i) shall be deemed amended to refer to Section 6.05(l) of the Credit Agreement); and

(b) The following new clauses (i), (j) and (k) shall be inserted, immediately after clause (h) thereof, to read as follows:

“(i) any bonds, promissory notes or other securities (which may be either debt or equity securities) or other deferred purchase price to be received by the Borrower or any of its Subsidiaries as consideration in connection with any Disposition of property permitted under Section 6.04 to any other Person, provided that, at time of each such Disposition, the Consolidated Leverage Ratio (calculated as of the most recently ended fiscal quarter of the Borrower and giving pro forma effect to such Disposition as it had occurred on the first day of the period of four consecutive fiscal quarters then ended) is less than or equal to 3.75 to 1.00);

(j) any bonds, promissory notes or other securities (which may be either debt or equity securities) received by the Borrower or any of its Subsidiaries issued as payment or settlement for accounts receivables owing from an entity that is subject to a proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law;

(k) any bonds, promissory notes or other securities (which may be either debt or equity securities) received by the Borrower or any of its Subsidiaries issued by non-U.S. Governmental Authorities in payment of accounts receivables related to products sold by the Borrower or any of its Subsidiaries in the ordinary course of business, provided that the aggregate amount of Investments made under this clause (k) shall not exceed $50,000,000 (or the equivalent thereof in foreign currencies) at any time; and”.

Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that, as of the Amendment No. 4 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); and (b) no Default shall have occurred and be continuing under the Credit Agreement as amended hereby.

Section 4. Conditions to Effectiveness of Amendment. The amendments to the Credit Agreement set forth in Section 2 hereof shall not become effective until the date (which shall be no later than March 15, 2011) 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 (i) this Amendment signed on behalf of the Borrower, each other Loan Party and the Administrative Agent and (ii) one or more Lender Addendum, substantially in the form of Exhibit A hereto (a “Lender Addendum”), signed on behalf of the Required Lenders pursuant to which such Lenders have consented to this Amendment (provided that each Lender which executes and delivers a Lender Addendum for this purpose shall be deemed to have executed and delivered a counterpart of this Amendment); and

(b) Series A Incremental Term Loan Agreement. Evidence that (i) the Borrower, each other Loan Party, the Administrative Agent and one or more Lenders or other Persons that shall thereby become Lenders under the Credit Agreement shall have executed and delivered counterparts of the Series A Incremental Term Loan Agreement, substantially in the form of Exhibit B hereto (the “Series A Incremental Term Loan Agreement”) (or, in the case of each such Lender or other Person, such Lender or other Person shall have executed and delivered a Lender Addendum relating thereto), which shall provide for Incremental Term Loan Commitments from such Lenders and other Persons of up to $100,000,000 in the aggregate pursuant to Section 2.20 of the Credit Agreement (provided that the parties hereto hereby agree that each such Lender or other Person (if any) which executes and delivers such Lender Addendum shall be deemed to have executed and delivered a counterpart of the Series A Incremental Term Loan Agreement and, in the case of each such Person that is not currently a Lender, such Person shall become a Lender party to the Credit Agreement as of the Amendment No. 4 Effective Date); (ii) the Series A Incremental Term Loan Agreement shall have become effective and the conditions to the making of the Incremental Term Loans thereunder to the Borrower shall have been satisfied; and (iii) concurrently with the effectiveness of this Amendment, such Incremental Term Loans shall have been made; and (iv) the Borrower shall have paid to the Administrative Agent all fees and expenses separately agreed to be paid or reimbursed by the Borrower in connection with the Series A Incremental Term Loan Agreement and this Amendment.

Section 5. Confirmation of Loan Documents. As of the Amendment No. 4 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 the Amendment No. 4 Effective Date, each of the Guarantors hereby confirms and ratifies all of its obligations (including, without limitation, the obligations as guarantor under Article X of the Credit Agreement, as amended hereby 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. 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed and delivered as of the day and year first above written.

ARROW INTERNATIONAL INVESTMENT CORP.
ARROW INTERVENTIONAL, INC.
SPECIALIZED MEDICAL DEVICES, LLC
TECHNOLOGY HOLDING COMPANY
TELEFLEX MEDICAL INCORPORATED
TFX EQUITIES INCORPORATED
TFX INTERNATIONAL CORPORATION
TFX NORTH AMERICA INC.
THE STEPIC MEDICAL DISTRIBUTION CORPORATION

By: /s/ C. Jeffrey Jacobs
Name: C. Jeffry 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


Delaware	1-5353	23-1147939
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

155 South Limerick Road, Limerick, Pennsylvania		19468
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Teleflex Incorporated

March 10, 2011	By:	Richard A. Meier

		Name: Richard A. Meier
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

10.1		Series A Incremental Term Loan Agreement, dated as of March 4, 2011, among Teleflex Incorporated, as borrower, the guarantors party thereto, the lending institutions identified in the therein, and JPMorgan Chase Bank, N.A., as administrative agent.
10.2		Amendment No. 4, dated as of March 4, 2011, 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.


Date of Report (Date of Earliest Event Reported):		March 4, 2011


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