Common use of Background of Agreement Clause in Contracts

Background of Agreement. The Borrower and its Subsidiaries are engaged in the business of developing, manufacturing, distributing and selling medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing, manufacturing, distributing and selling battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other markets and activities directly related to the foregoing. The Borrower, M&T and each lender party thereto entered into that certain Amended and Restated Credit Agreement dated as of June 24, 2011 (as amended prior to the date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Lenders provide a senior credit facility, which would amend and restate the Existing Credit Agreement and which would consist of (a) a revolving credit facility in an aggregate principal amount not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in Facility)) $300,000,000 with a letter of credit subfacility in an aggregate principal amount equal to $15,000,000 and a swing line subfacility in an aggregate principal amount equal to $15,000,000 and (b) a term loan facility in an aggregate principal amount not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in Facility)) $200,000,000. The Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), GB Ventures, and the Subsidiaries of the Borrower will derive substantial benefits from this credit facility. The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its U.S. Subsidiaries, GB Ventures, and, to the extent permitted hereby, its Foreign Subsidiaries. Such access to capital provided to the foregoing Subsidiaries through this financing is on terms that are more advantageous to such Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facilities provided for in this Agreement are to be guaranteed by Parent, GB Ventures, and, subject to the next sentence, the Borrower’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower, GB Ventures, the U.S. Subsidiaries of the Borrower and sixty-six percent (66%) of the equity of certain of its Foreign Subsidiaries, as well as by the material assets of the guarantors. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors; however Ventures and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreement.

Background of Agreement. The Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 27, 2015 (the “Merger Agreement”), among Parent, Provenance Merger Sub Inc., a Delaware corporation and an indirect Subsidiary of Parent and direct Subsidiary of the Borrower (“Merger Sub”), and Lake Region Medical Holdings Inc., a Delaware corporation (the “Company”), Parent will acquire the Company and its Subsidiaries are engaged in through the business merger of developing, manufacturing, distributing Merger Sub with and selling medical device technologies for into the cardiac, neurology, vascular and orthopaedic markets, and developing, manufacturing, distributing and selling battery and wireless sensing technologies for high-end niche applications in Company with the energy, military, portable medical and other markets and activities directly related to Company being the foregoing. The Borrower, M&T and each lender party thereto entered into that certain Amended and Restated Credit Agreement dated as survivor of June 24, 2011 such merger (as amended prior to the date hereof, the “Existing Credit AgreementMerger”)) and becoming a Subsidiary Guarantor hereunder and assuming (without taking of any further action) all Obligations of Merger Sub under this Agreement and the other Loan Documents. The Borrower has requested that the Lenders provide a the senior secured credit facilityfacilities provided for herein, which would amend and restate the Existing Credit Agreement and which would consist of (a) a revolving credit facility in an initial aggregate principal amount not to exceed at any time of Two Hundred Million Dollars (except as provided in Subsection 2.1.11 (Increases in Facility)$200,000,000) $300,000,000 with a letter of credit subfacility in an initial aggregate principal amount equal to Thirty Million Dollars ($15,000,000 30,000,000) and a swing line swingline subfacility in an aggregate principal amount equal to Fifteen Million Dollars ($15,000,000 and 15,000,000), (b) a term loan Term A Loan facility in an initial aggregate principal amount not to exceed at any time of Three Hundred Seventy Five Million Dollars (except as provided in Subsection 2.1.11 (Increases in Facility)) $200,000,000. The Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”375,000,000), GB Ventures, and the (c) a Term B Loan facility in an initial aggregate principal amount of One Billion Twenty Five Million Dollars ($1,025,000,000). Parent and its direct and indirect Subsidiaries of the Borrower (including Merger Sub) will derive substantial benefits from this credit facilitythe Facilities. The In addition to providing financing for the Merger transaction referenced above, the Borrower may, among other things, use certain proceeds of the Loans hereunder to repay existing indebtedness of the Borrower, Parent and certain Subsidiaries, to make capital contributions in, and extend credit to, its U.S. Subsidiaries, GB Ventures, Subsidiaries (including Merger Sub) and, to the extent permitted hereby, its Foreign Subsidiaries. Such access to capital provided to the foregoing Subsidiaries through this financing is on terms that are more advantageous to such Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facilities Facilities provided for in this Agreement are to be guaranteed by Parent, GB Ventures, Parent and, subject to the next sentence, the BorrowerParent’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower, GB Ventures, Borrower and the U.S. Subsidiaries other material personal property of the Borrower and sixty-six percent (66%) of Guarantors comprising the equity of certain of its Foreign Subsidiaries, as well as by the material assets of the guarantorsCollateral. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors; however Ventures and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreement.. NOW, THEREFORE, it is agreed as follows:

Background of Agreement. The Borrower Borrower, directly and through its Subsidiaries are Subsidiaries, has been engaged in the business of developing, manufacturing, distributing a vertically integrated construction materials supplier and selling medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing, manufacturing, distributing and selling battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other markets and activities directly related to the foregoinghighway contractor. The Borrower, M&T the Co-Lead Arrangers and each lender party thereto certain Lenders entered into a Credit Agreement, dated as of July 30, 2004 (the “Original Credit Agreement”), which agreement was amended pursuant to the First Amendment dated as of September 20, 2005 and the Second Amendment dated as of June 5, 2006, and which was amended and restated pursuant to that certain Amended and Restated Credit Agreement Agreement, dated as of June 24July 27, 2011 2007 (as so amended prior to the date hereofand restated, the “Existing Credit Agreement”). The Borrower now wishes to acquire certain equity and assets of Xxxxxxx Companies, Inc. (as more particularly described below, the “Xxxxxxx Acquisition”). The Borrower has requested that the Lenders provide a senior credit facility, which would further amend and restate the Existing Credit Agreement to refinance the Existing Credit Agreement, to finance, in part, the Xxxxxxx Acquisition, to finance capital expenditures, to provide for ongoing working capital needs and which would consist for general corporate purposes including Permitted Acquisitions. The Lenders are willing to so amend the Existing Credit Agreement, on the terms and subject to the conditions specified herein and to maintain senior secured first lien credit facilities in an aggregate amount equal to $450,000,000, consisting of (ai) a revolving credit facility in an aggregate a maximum principal amount not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in Facility)) $300,000,000 110,000,000, with a $12,000,000 standby letter of credit subfacility and a $12,500,000 sublimit for a swing line facility, (ii) a term loan A in an aggregate principal amount equal to $15,000,000 200,000,000 and (iii) a swing line subfacility term loan B in an aggregate principal amount equal to $15,000,000 140,000,000 all on the terms and (b) conditions specified below. Concurrently, the Borrower expects to enter into a $85,000,000 term loan facility in an aggregate principal amount not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in more fully described below, the “Second Lien Facility)) $200,000,000. The Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), GB Ventureswhich will be secured on a second priority basis (junior to the security interest in favor of the Lenders hereunder) by substantially the same collateral as is contemplated by this Agreement. The Second Lien Facility will finance, and in part, the Xxxxxxx Acquisition. The Subsidiaries of the Borrower will derive substantial benefits from this the credit facilityfacilities provided herein. The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its U.S. Subsidiaries, GB Ventures, and, to the extent permitted hereby, its Foreign Subsidiaries. Such access to capital provided to the foregoing Subsidiaries through this financing is on terms that are more advantageous to such the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facilities provided for in this Agreement are to be guaranteed by Parent, GB Ventures, and, subject to the next sentence, the Borrower’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower, GB Ventures, the U.S. ’s Subsidiaries of the Borrower and sixty-six percent (66%) of the equity of certain of its Foreign Subsidiaries, as well as by the material assets of the guarantors. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors; however Ventures Borrower and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreementits Subsidiaries.

Background of Agreement. The Borrower and its Subsidiaries are engaged in the business of developing, manufacturing, distributing developing and selling manufacturing critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing, manufacturing, distributing developing and selling manufacturing battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other markets and activities directly related to the foregoingmarkets. The Borrower, M&T and each lender party thereto entered into that certain Amended and Restated Credit Agreement dated as of June 24May 22, 2011 2007 (as amended prior to the date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Lenders provide a senior credit facility, which would amend and restate the Existing Credit Agreement and which would consist of (a) a revolving credit facility in an aggregate principal amount not to exceed at any time (except as provided in Subsection 2.1.11 2.1.8 (Increases in Facility)) $300,000,000 400,000,000 with a letter of credit subfacility in an aggregate principal amount equal to $15,000,000 and a swing line subfacility in an aggregate principal amount equal to $15,000,000 and (b) a term loan facility in an aggregate principal amount not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in Facility)) $200,000,00015,000,000. The Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), GB Ventures, and the Subsidiaries of the Borrower will derive substantial benefits from this credit facility. The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its U.S. Subsidiaries, GB Ventures, Subsidiaries and, to the extent permitted hereby, to its Foreign Subsidiaries. Such access to capital provided to the foregoing Subsidiaries through this financing is on terms that are more advantageous to such the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facilities facility provided for in this Agreement are is to be guaranteed by Parent, GB Ventures, Parent and, subject to the next sentence, the Borrower’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower, GB Ventures, the U.S. Subsidiaries of the Borrower and sixty-six percent (66%) of the equity of certain of its Foreign Subsidiaries, as well as by the material assets of the guarantors. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors; however Ventures and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreement.