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FIRST AMENDMENT TO CREDIT AGREEMENT

Key Takeaway: Integer Holdings Corporation (ITGR) has amended its existing credit agreement as of January 30, 2023. The amendments involve updates to the capitalized terms and conditions, ensuring compliance with lender requirements. The agreement demonstrates a proactive approach by Integer to modify its obligations while maintaining strong relationships with lenders. This will potentially enhance their financial flexibility moving forward.

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POSITIVE FACTORS

  • The amendment to the credit agreement indicates the company's adaptability.
  • Engagement with Wells Fargo signals strong lender relationships.
  • The agreement includes provisions that maintain the borrowers' rights and duties.

Full Press Release Details

FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT
AGREEMENT (this "Agreement"), dated as of January 30, 2023 (and effective as set forth below), among Greatbatch
Ltd., a New York corporation (the "Borrower"), Integer Holdings Corporation,
a Delaware corporation (the "Parent"), the Subsidiary Guarantors (as defined in the Existing Credit Agreement referred
to below) party hereto, the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent
(the "Administrative Agent"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the
Parent, the Subsidiary Guarantors, the lenders party thereto (the "Lenders") and the Administrative Agent have entered
into that certain Credit Agreement, dated as of September 2, 2021 (as previously modified by that certain Incremental Term Loan Agreement
dated as of December 1, 2021, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the "Existing
Credit Agreement" and as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended
and restated, the "Credit Agreement");
WHEREAS, the Borrower has
requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto have agreed
to amend the Existing Credit Agreement as more specifically set forth herein.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed
SECTION 1. Amendments
to Credit Agreement. Effective as of the First Amendment Effective Date (as defined below) and subject to the terms and conditions
set forth herein and in reliance upon the representations and warranties set forth herein, the body of the Existing Credit Agreement
is hereby amended (i) to delete red or green stricken text (indicated textually in the same manner as the following examples: stricken
text and stricken text) and (ii) to add the blue or green double-underlined
text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text), in each case, as
set forth in the conformed copy of the Credit Agreement attached hereto as Annex A hereto.
SECTION 2. Conditions
of Effectiveness of this Agreement. This Agreement shall become effective on the date when the following conditions shall have been
satisfied or waived (such date, the "First Amendment Effective Date"):
(a) The Administrative Agent's receipt of this Agreement, duly executed by each of the Credit Parties existing as of the First
Amendment Effective Date, the Administrative Agent and Lenders constituting Required Lenders.
(b) The representations and warranties set forth in Section 3 shall be true and correct.
(c) The Borrower shall have paid all fees and expenses required to be paid on the First Amendment Effective Date.
For purposes of determining
compliance with the conditions specified in this Section 2, the Administrative Agent and each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.
SECTION 3. Representations
and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into this Agreement, each Credit Party represents
and warrants to the Administrative Agent and the Lenders on and as of the First Amendment Effective Date that, in each case:
(a) each of the representations and warranties contained in Article VII of the Credit Agreement are true and correct in all
material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse
Effect, in which case, such representation and warranty is true, correct and complete in all respects, with the same effect as if made
on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation
and warranty remains true and correct as of such earlier date);
(b) no Event of Default has occurred and is continuing immediately prior to or after giving effect to this Agreement;
(c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery
and performance of this Agreement in accordance with their respective terms; and
(d) this Agreement has been duly executed and delivered by the duly authorized officers, managers, managing members or other authorized
person of each Credit Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each
Credit Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors'
rights in general and the availability of equitable remedies.
SECTION 4. Credit Party
Acknowledgements, Agreements and Confirmations. By its execution of this Agreement, each Credit Party hereby (a) consents to this
Agreement and agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Credit Party,
or release such Credit Party from any obligations, under any of the Loan Documents to which it is a party, (b) confirms and reaffirms
its obligations under each of the Loan Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is
a party remain in full force and effect and are hereby ratified and confirmed.
SECTION 5. Reference
to and Effect on the Credit Agreement and the Loan Documents.
and after the First Amendment Effective Date, each reference in the Credit Agreement to "this Agreement," "herein,"
"hereto", "hereof" and "hereunder" or words of like import referring to the Credit Agreement, and
each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof"
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and supplemented
Credit Agreement and each of the other Loan Documents, as specifically amended and supplemented by this Agreement, are and shall continue
to be in full force and effect and are hereby in all respects ratified and confirmed.
execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents. Without limiting the generality of the foregoing, the Security Documents in effect immediately prior to the
date hereof and all of the Collateral described therein in existence immediately prior to the date hereof do and shall continue to secure
the payment of all Secured Obligations.
Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning
its subject matter. This Agreement shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other
SECTION 6. Costs and
Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 12.3 of the Credit Agreement to pay and reimburse
the Administrative Agent for all reasonable fees, costs and expenses in accordance with the terms thereof.
SECTION 7. Governing
Law; Jury Trial Waiver. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed
in accordance with, the law of the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 8. Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery
of a manually executed counterpart of this Agreement. This Agreement may be executed by Electronic Signatures or in the form of an Electronic
Record pursuant to, and in accordance with, the provisions of Section 12.16 of the Credit Agreement.
[Signature pages to follow]
IN WITNESS WHEREOF, the parties
hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.
BORROWER :
GREATBATCH LTD.
By: /s/ Jason K Garland
Name: Jason K. Garland
Title: Executive Vice President & Chief Financial Officer
PARENT :
INTEGER HOLDINGS CORPORATION
By: /s/ Jason K Garland
Name: Jason K. Garland
Title: Executive Vice President & Chief Financial Officer
GUARANTORS:
GBV, LLC
By: /s/ Tom P. Thomas
Name: Tom P. Thomas
Title: President
ELECTROCHEM SOLUTIONS, INC.
By: /s/ Jason K Garland
Name: Jason K. Garland
Title: Executive Vice President & Chief Financial Officer
LAKE REGION MEDICAL, INC.
By: /s/ Jason K Garland
Name: Jason K. Garland
Title: Executive Vice President & Chief Financial Officer
Integer Holdings Corporation
First Amendment to Credit Agreement
Signature Page

Frequently Asked Questions

What is the effective date of the First Amendment?

The First Amendment became effective on January 30, 2023.

Who are the parties involved in this Agreement?

The parties include Greatbatch Ltd., Integer Holdings Corporation, Subsidiary Guarantors, Lenders, and Wells Fargo Bank.

What must happen for the Agreement to be effective?

The Agreement becomes effective once all conditions in Section 2 are satisfied or waived.

What does Section 3 address?

Section 3 covers the representations and warranties made by the Credit Parties.

How does this Agreement affect prior Loan Documents?

The Agreement confirms the continued validity of prior Loan Documents and does not waive any rights.

Last updated: Jan 30, 2023