Common use of Background of Agreement Clause in Contracts

Background of Agreement. The Borrower and its Subsidiaries are engaged in the business of developing and manufacturing critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing and manufacturing battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other markets. The Borrower, M&T and each lender party thereto entered into that certain Credit Agreement dated as of May 22, 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 revolving credit facility in an aggregate amount not to exceed at any time (except as provided in Subsection 2.1.8 (Increases in Facility)) $400,000,000 with a letter of credit subfacility in an aggregate amount equal to $15,000,000 and a swing line subfacility in an aggregate amount equal to $15,000,000. Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), 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 and, to the extent permitted hereby, to its Foreign Subsidiaries. Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facility provided for in this Agreement is to be guaranteed by 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, 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 Borrower Borrower, directly and through its Subsidiaries are Subsidiaries, has been engaged in the business of developing a vertically integrated construction materials supplier and manufacturing critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing and manufacturing battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other marketshighway contractor. The Borrower, M&T the Co-Lead Arrangers and each lender party thereto certain Lenders entered into that certain a Credit Agreement Agreement, dated as of May 22July 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, dated as of July 27, 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 (i) a revolving credit facility in an aggregate a maximum principal amount not to exceed at any time (except as provided in Subsection 2.1.8 (Increases in Facility)) $400,000,000 110,000,000, 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 $200,000,000 and (iii) a term loan B in an aggregate amount equal to $15,000,000 140,000,000 all on the terms and conditions specified below. Concurrently, the Borrower expects to enter into a swing line subfacility in an aggregate amount equal to $15,000,000. Borrower’s direct parent85,000,000 term loan facility (as more fully described below, Greatbatch, Inc., a Delaware corporation (the “ParentSecond Lien Facility”), and which 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, 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 and, to the extent permitted hereby, to its Foreign Subsidiaries. Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facility facilities provided for in this Agreement is are to be guaranteed by 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, 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 Borrower, directly and through its Subsidiaries are Subsidiaries, has been engaged in the business of developing a vertically integrated construction materials supplier and manufacturing critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing and manufacturing battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other marketshighway contractor. The Borrower, M&T the Arranger and each lender party thereto certain Lenders entered into that certain a Credit Agreement Agreement, dated as of May 22January 11, 2007 2008 (as amended prior to the date hereof, the “Existing Prior Credit Agreement”). The Borrower has requested that the Lenders enter into certain credit facilities to refinance certain indebtedness under the Prior Credit Agreement, to provide for ongoing working capital needs and for general corporate purposes, including permitted acquisitions. The Lenders are willing, on the terms and subject to the conditions specified herein, to enter into a senior credit facility, which would amend and restate the Existing Credit Agreement and which would consist of a secured revolving credit facility in an aggregate amount equal to $ 170,000,000, consisting of a revolving credit facility in a maximum principal amount not to exceed at any time (except as provided in Subsection 2.1.8 (Increases in Facility)) $400,000,000 170,000,000, with a $15,000,000 standby letter of credit subfacility in an aggregate amount equal to and a $15,000,000 and 20,000,000 sublimit for a swing line subfacility in an aggregate amount equal to $15,000,000subfacility, all on the terms and conditions specified below. Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), and the The Subsidiaries of the Borrower will derive substantial benefits from this the credit facilityfacility 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 and, to the extent permitted hereby, to its Foreign Subsidiaries. Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facility facilities provided for in this Agreement is are to be guaranteed by Parent and, subject to the next sentence, certain of the Borrower’s U.S. Subsidiaries from time to time, and secured by the equity of certain of the Borrower, the U.S. ’s Subsidiaries as well as by certain material assets of certain 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 Borrower Borrower, directly and through its Subsidiaries are Subsidiaries, has been engaged in the business of developing a vertically integrated construction materials supplier and manufacturing critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets, and developing and manufacturing battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical and other marketshighway contractor. The Borrower, M&T and each lender party thereto certain Lenders entered into that certain a Credit Agreement Agreement, dated as of May 22January 11, 2007 2008 (as amended prior to the date hereof, the “Existing Prior Credit Agreement”). The Borrower has requested that the Lenders enter into certain credit facilities to provide for ongoing working capital needs and for general corporate purposes, including permitted acquisitions. The Lenders are willing, on the terms and subject to the conditions specified herein, to enter into a senior secured credit facilityfacility in an aggregate principal amount equal to $145,000,000, which would amend and restate the Existing Credit Agreement and which would consist consisting of (i) a revolving credit facility in an aggregate a maximum principal amount not to exceed at any time $60,000,000 (except as provided in Subsection 2.1.8 (Increases in Facilitysubject to adjustment pursuant to the terms and conditions of this Agreement)) $400,000,000 , with a $15,000,000 standby letter of credit subfacility subfacility, and (ii) a term loan facility in an aggregate principal amount equal not to exceed $15,000,000 85,000,000, all on the terms and a swing line subfacility in an aggregate amount equal to $15,000,000conditions specified below. Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), and the The Subsidiaries of the Borrower will derive substantial benefits from this the credit facilityfacility 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 and, to the extent permitted hereby, to its Foreign Subsidiaries. Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facility facilities provided for in this Agreement is are to be guaranteed by Parent and, subject to the next sentence, certain of the Borrower’s U.S. Subsidiaries from time to time, and secured by the equity of certain of the Borrower, the U.S. ’s Subsidiaries as well as by certain material assets of certain 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.