Common use of Background of Agreement Clause in Contracts

Background of Agreement. 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 through the merger of Merger Sub with and into the Company with the Company being the survivor of such merger (the “Merger”) 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 the senior secured credit facilities provided for herein, which consist of (a) a revolving credit facility in an initial aggregate principal amount of Two Hundred Million Dollars ($200,000,000) with a letter of credit subfacility in an initial aggregate principal amount equal to Thirty Million Dollars ($30,000,000) and a swingline subfacility in an aggregate principal amount equal to Fifteen Million Dollars ($15,000,000), (b) a Term A Loan facility in an initial aggregate principal amount of Three Hundred Seventy Five Million Dollars ($375,000,000), and (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 (including Merger Sub) will derive substantial benefits from the Facilities. 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 (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 Facilities provided for in this Agreement are to be guaranteed by Parent and, subject to the next sentence, Parent’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower and the other material personal property of the Guarantors comprising the Collateral. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors. NOW, THEREFORE, it is agreed as follows:

Background of Agreement. Pursuant 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 terms of foregoing. The Borrower, M&T and each lender party thereto entered into that certain Amended and Restated Credit Agreement and Plan dated as of MergerJune 24, dated August 272011 (as amended prior to the date hereof, 2015 (the “Merger Existing Credit 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 through the merger of Merger Sub with and into the Company with the Company being the survivor of such merger (the “Merger”) 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 the a senior secured credit facilities provided for hereinfacility, 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 of Two Hundred Million Dollars not to exceed at any time (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 ($30,000,000) 15,000,000 and a swingline swing line subfacility in an aggregate principal amount equal to Fifteen Million Dollars ($15,000,000), 15,000,000 and (b) a Term A Loan term loan facility in an initial aggregate principal amount of Three Hundred Seventy Five Million Dollars not to exceed at any time (except as provided in Subsection 2.1.11 (Increases in Facility)) $375,000,000200,000,000. The Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (“Parent”), GB Ventures, and (c) a Term B Loan facility in an initial aggregate principal amount the Subsidiaries of One Billion Twenty Five Million Dollars ($1,025,000,000). Parent and its direct and indirect Subsidiaries (including Merger Sub) the Borrower will derive substantial benefits from the Facilitiesthis credit facility. In addition to providing financing for the Merger transaction referenced above, the 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 (including Merger Sub) 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 Facilities credit facilities provided for in this Agreement are to be guaranteed by Parent Parent, GB Ventures, and, subject to the next sentence, Parentthe 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 the other material personal property sixty-six percent (66%) of the Guarantors comprising equity of certain of its Foreign Subsidiaries, as well as by the Collateralmaterial assets of the guarantors. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors. NOW, THEREFORE, it is agreed as follows:; however Ventures and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreement.

Background of Agreement. Pursuant to The Borrower, directly and through its Subsidiaries, has been engaged in the terms business of that a vertically integrated construction materials supplier and highway contractor. The Borrower, the Co-Lead Arrangers and certain Agreement and Plan of MergerLenders entered into a Credit Agreement, dated August 27as of July 30, 2015 2004 (the “Merger Original Credit Agreement”), among Parentwhich agreement was amended pursuant to the First Amendment dated as of September 20, Provenance Merger Sub Inc.2005 and the Second Amendment dated as of June 5, a Delaware corporation 2006, and an indirect Subsidiary which was amended and restated pursuant to that certain Amended and Restated Credit Agreement, dated as of Parent July 27, 2007 (as so amended and direct Subsidiary of restated, the Borrower (“Merger SubExisting Credit Agreement”). The Borrower now wishes to acquire certain equity and assets of Xxxxxxx Companies, and Lake Region Medical Holdings Inc.Inc. (as more particularly described below, a Delaware corporation (the “CompanyXxxxxxx Acquisition”), Parent will acquire the Company and its Subsidiaries through the merger of Merger Sub with and into the Company with the Company being the survivor of such merger (the “Merger”) 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 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 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 provided for hereinin an aggregate amount equal to $450,000,000, which consist consisting of (ai) a revolving credit facility in an initial aggregate a maximum principal amount of Two Hundred Million Dollars (not to exceed at any time $200,000,000) 110,000,000, with a $12,000,000 standby letter of credit subfacility in an initial aggregate principal amount equal to Thirty Million Dollars ($30,000,000) and a swingline subfacility $12,500,000 sublimit for a swing line facility, (ii) a term loan A in an aggregate principal amount equal to Fifteen Million Dollars $200,000,000 and (iii) a term loan B in an aggregate amount equal to $15,000,000140,000,000 all on the terms and conditions specified below. Concurrently, the Borrower expects to enter into a $85,000,000 term loan facility (as more fully described below, the “Second Lien Facility”), which will be secured on a second priority basis (bjunior to the security interest in favor of the Lenders hereunder) a Term A Loan facility by substantially the same collateral as is contemplated by this Agreement. The Second Lien Facility will finance, in an initial aggregate principal amount part, the Xxxxxxx Acquisition. The Subsidiaries of Three Hundred Seventy Five Million Dollars ($375,000,000), and (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 (including Merger Sub) the Borrower will derive substantial benefits from the Facilitiescredit facilities provided herein. In addition to providing financing for the Merger transaction referenced above, the 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 (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 the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the Facilities credit facilities provided for in this Agreement are to be guaranteed by Parent and, subject to the next sentence, ParentBorrower’s U.S. Subsidiaries from time to time, and secured by the equity of the Borrower’s Subsidiaries as well as by the material assets of the Borrower and the other material personal property of the Guarantors comprising the Collateral. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors. NOW, THEREFORE, it is agreed as follows:its Subsidiaries.

Background of Agreement. Pursuant 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 terms of that certain Agreement and Plan of Mergerdate hereof, dated August 27, 2015 (the “Merger Existing Credit 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 through the merger of Merger Sub with and into the Company with the Company being the survivor of such merger (the “Merger”) 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 the a senior secured credit facilities provided for hereinfacility, 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 of Two Hundred Million Dollars not to exceed at any time (except as provided in Subsection 2.1.8 (Increases in Facility)) $200,000,000) 400,000,000 with a letter of credit subfacility in an initial aggregate principal amount equal to Thirty Million Dollars ($30,000,000) 15,000,000 and a swingline swing line subfacility in an aggregate principal amount equal to Fifteen Million Dollars ($15,000,000). Borrower’s direct parent, Greatbatch, Inc., a Delaware corporation (b) a Term A Loan facility in an initial aggregate principal amount of Three Hundred Seventy Five Million Dollars ($375,000,000“Parent”), and (c) a Term B Loan facility in an initial aggregate principal amount the Subsidiaries of One Billion Twenty Five Million Dollars ($1,025,000,000). Parent and its direct and indirect Subsidiaries (including Merger Sub) the Borrower will derive substantial benefits from the Facilitiesthis credit facility. In addition to providing financing for the Merger transaction referenced above, the 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 (including Merger Sub) 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 Facilities credit facility provided for in this Agreement are is to be guaranteed by Parent and, subject to the next sentence, Parentthe 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 the other material personal property sixty-six percent (66%) of the Guarantors comprising equity of certain of its Foreign Subsidiaries, as well as by the Collateralmaterial assets of the guarantors. Certain Ventures that are U.S. Subsidiaries are not required to become guarantors. NOW, THEREFORE, it is agreed as follows:; however Ventures and Foreign Subsidiaries may become guarantors at a later date pursuant to the terms of this Agreement.