AMENDMENT NO. 1

Exhibit 10.24

AMENDMENT XX. 0

          XXXXXXXXX XX. 0 dated as of December 22, 2008 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 “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

          The Borrower, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”), the Guarantors party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the Lenders, and the Administrative 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 No. 1, the “Credit Agreement”). The Borrower and the Lenders wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as defined in the Credit Agreement.

          Section 2. Amendments. Effective as provided in Section 4 hereof, the Credit Agreement shall be amended as follows:

          2.01. 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. Section 3.10 of the Credit Agreement is hereby amended in its entirety to read as follows:

     “SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the Borrower’s audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of preparing the Borrower’s audited financial statements) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by more than an amount which, if incurred immediately, could reasonably be expected to result in a Material Adverse Effect.”

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          Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that (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 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) and (b) no Default shall occur and be continuing under the Credit Agreement, as amended hereby.

          Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon (a) receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by each Loan Party and the Required Lenders and (b) the payment of an amendment fee to the Administrative Agent for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00 p.m., New York City time, on December 22, 2008, such amendment fee to be in an amount equal to 0.05% of the sum of (i) the Revolving Credit Commitment of such Lender and (ii) the outstanding principal amount of any Term Loan held by such Lender (if any).

          Section 5. Confirmation of Security Documents. The Borrower hereby confirms and ratifies all of its obligations under the Security Documents to which it is a party. By its execution on the respective signature lines provided below, 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) and the Liens granted by it under the Loan Documents 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 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. This Amendment No. 1 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 No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

	TELEFLEX INCORPORATED
	By:	/s/ C. Xxxxxxx Xxxxxx
	Name:		C. Xxxxxxx Xxxxxx
	Title:		Treasurer

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	GUARANTORS ARROW INTERNATIONAL INC. ARROW INTERNATIONAL INVESTMENT CORP. ARROW INTERVENTIONAL INC. SIERRA INTERNATIONAL INC. SOUTHERN WIRE, LLC SOUTHWEST WIRE ROPE, LP By Southwest Wire Rope GP LLC, its general partner SPECIALIZED MEDICAL DEVICES, LLC SSI SURGICAL SERVICES, INC. TECHNOLOGY HOLDING COMPANY TELAIR INTERNATIONAL INCORPORATED TELEFLEX MEDICAL INCORPORATED TFX EQUITIES INCORPORATED TFX INTERNATIONAL CORPORATION TFX MARINE INCORPORATED TFX NORTH AMERICA INC. THE XXXXXX MEDICAL DISTRIBUTION CORPORATION
	By:	/s/ C. Xxxxxxx Xxxxxx
	Name:		C. Xxxxxxx Xxxxxx
	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)

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	LENDERS JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		Vice President

	BANK OF AMERICA, N.A., as a Lender
	By:	/s/ Xxxx X. Xxxxx
	Name:		Xxxx X. Xxxxx
	Title:		Vice President

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxx
	Name:		Xxxxxx Xxxxxxx
	Title:		Authorized Signatory

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Director

	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ Tour Inoue
	Name:		Xxxx Xxxxx
	Title:		Deputy General Manager

	CITIZENS BANK
	By:	/s/ illegible
	Name:		[illegible]
	Title:		Senior Vice President
	THE GOVERNOR AND COMPANY OF THE

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	BANK OF IRELAND
	By:	/s/ Xxxxxx Xxxxx
	Name:		Xxxxxx Xxxxx
	Title:		Authorized Signatory

	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:		Xxxxxxx Xxxxxxxx
	Title:		Authorized Signatory

	CALYON NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:		Xxxxxx Xxxxxxxx
	Title:		Director
	By:	/s/ Yuri Muzichenko
	Name:		Yuri Muzichenko
	Title:		Director

	SUMITOMO MITSUI BANKING CORPORATION
	By:	/s/ Xxxxx X. Xxxx
	Name:		Xxxxx X. Xxxx
	Title:		Senior Vice President

	DNB NOR BANK ASA
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxxxx
	Title:		Senior Vice President
	By:	/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Vice President

	SUN TRUST BANK
	By:	/s/ Xxxx X. Xxxxxx
	Name:		Xxxx X. Xxxxxx
	Title:		Managing Director
	HSBC BANK USA, NATIONAL ASSOCIATION

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	By:	/s/ Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Vice President

	BMO CAPITAL MARKETS FINANCING, INC.
	By:	/s/ Xxx Xxxxxxxx
	Name:		Xxx Xxxxxxxx
	Title:		Director

	BAYERISCHE LANDESBANK, NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:		Xxxxxx Xxxxxxxx
	Title:		Senior Vice President
	By:	/s/ Xxxx Xxxxxxxx
	Name:		Xxxx Xxxxxxxx
	Title:		Second Vice President

	COMERICA BANK
	By:	/s/ Xxxxx Xxxxxxxx
	Name:		Xxxxx Xxxxxxxx
	Title:		Assistant Vice President

	INTESA SANPAOLO S.P.A.
	By:	/s/ Xxxx Xxxxxx
	Name:		Xxxx Xxxxxx
	Title:		Vice President
	By:	/s/ Francesco Di Mario
	Name:		Francesco Di Mario
	Title:		FVP, Credit Manager

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	XXXXXXXXXX XXXX-XXX XXXXXXXXXXX XX, XXX XXXX BRANCH
	By:	/s/ Xxxxxx Xxxx
	Name:		Xxxxxx Xxxx
	Title:		Director
	By:	/s/ Xxx Xxxxxxxx
	Name:		Xxx Xxxxxxxx
	Title:		Director

	KBC BANK, N.V.
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:		Xxxxxx Xxxxxxxx
	Title:		Managing Director
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:		Xxxxxx X. Xxxxxxx
	Title:		First Vice President

	KEYBANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxx X. Xxx
	Name:		Xxxxx X. Xxx
	Title:		Assistant Vice President

	LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:		Xxxxxxxx Xxxxxxxx
	Title:		Vice President
	By:	/s/ Xxxx Xxxxxx
	Name:		Xxxx Xxxxxx
	Title:		Assistant Vice President

	MALAYAN BANKING BERHAD, NEW YORK BRANCH
	By:	/s/ Fauzi Zulkifli
	Name:		Fauzi Zulkifli
	Title:		General Manager

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	NATIONAL CITY BANK
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:		Xxxxx X. Xxxxxxx
	Title:		Senior Vice President

	PNC BANK, N.A.
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Vice President

	ROYAL BANK OF CANADA
	By:	/s/ Xxxxxx Xxxxxx
	Name:		Xxxxxx Xxxxxx
	Title:		Attorney-in-Fact

	SOCIETE GENERALE
	By:	/s/ Xxxx-Xxxxx Xxxxxxxxx
	Name:		Xxxx-Xxxxx Xxxxxxxxx
	Title:		Director

	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxxx X. Xxxxx
	Name:		Xxxxxxxx X. Xxxxx
	Title:		Managing Director

	ALLIED IRISH BANKS, P.L.C.
	By:	/s/ Xxxxx Xxxxxxxx
	Name:		Xxxxx Xxxxxxxx
	Title:		Senior Relationship Partner
	By:	/s/ Xxxxx Xxxxxx
	Name:		Xxxxx Xxxxxx
	Title:		Relationship Manager

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	TD BANK, N.A. AS SUCCESSOR TO COMMERCE BANK, N.A.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:		Xxxxxx X. Xxxxxx
	Title:		Vice President

	HARLEYSVILLE NATIONAL BANK
	By:	/s/ illegible
	Name:		[illegible]
	Title:		Vice President

	THE NORTHERN TRUST COMPANY
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:		Xxxxxxx Xxxxxxxx
	Title:		Division Manager

	XXXXX BROTHERS XXXXXXXX & CO.
	By:	/s/ Xxxx X. Xxxx, Xx.
	Name:		Xxxx X. Xxxx, Xx.
	Title:		Senior Vice President

	XXXXX XXX COMMERCIAL BANK, LTD. NEW YORK BRANCH
	By:	/s/ Xxx X.X. Xxxx
	Name:		Xxx X.X. Xxxx
	Title:		Vice President & General Manager

	MEGA INTERNATIONAL COMMERCIAL BANK, NEW YORK BRANCH
	By:	/s/ Xxxxx Xxx
	Name:		Xxxxx Xxx
	Title:		VP & Deputy General Manager

	TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY
	By:	/s/ Xxxxxxx Xxx
	Name:		Xxxxxxx Xxx
	Title:		VP & General Manager

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	XXX XXX COMMERCIAL BANK, LTD. LOS ANGELES BRANCH
	By:	/s/ Xxxxxx X.X. Xxx
	Name:		Xxxxxx X.X. Xxx
	Title:		VP & General Manager

	XXX XXX COMMERCIAL BANK, LTD. NEW YORK AGENCY
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Assistant Vice President

	STATE BANK OF INDIA
	By:	/s/ Xxxxxxx Xxxxxx
	Name:		Xxxxxxx Xxxxxx
	Title:		Vice President & Head (Credit)

	KEYSTONE NAZARETH BANK AND TRUST, A DIVISION OF NATIONAL PENN BANK
	By:	/s/ Xxxxx X. Xxxxx
	Name:		Xxxxx X. Xxxxx
	Title:		Vice President