Exhibit 10.3
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is entered
into as of April 2, 2007, by and between Greatbatch, Inc., a Delaware
corporation (the "Company"), and Manufacturers and Traders Trust Company, a New
York banking corporation, as trustee (the "Trustee").
THE PARTIES TO THIS SUPPLEMENTAL INDENTURE enter into this Supplemental
Indenture on the basis of the following facts, intentions and understandings:
A. The Company and the Trustee are parties to that certain Indenture dated as of
March 28, 2007 (the "Indenture"), pursuant to which the Company issued
$130,000,000 in aggregate principal amount of the Company's 2 1/4% Convertible
Subordinated Debentures Due 2013 (the "Debentures").
B. The Company desires to reopen the Indenture and issue Additional Debentures
in the aggregate principal amount of $67,782,000 (the "Supplemental
Debentures"), in accordance with the provisions of Section 2.01 of the
Indenture, as set forth in this Supplemental Indenture.
C. Section 12.01(h) of the Indenture provides that the parties hereto may
execute and deliver this Supplemental Indenture to supplement the Indenture
without notice to or consent of any Debentureholder.
D. In order to reopen the Indenture in accordance with Section 2.01 thereof, the
Company desires that (1) the Supplemental Debentures and the Initial Debentures
be treated as part of the same issue of debt instruments for purposes of U.S.
federal income tax laws; (2) the Supplemental Debentures have the same CUSIP
number as the Initial Debentures; and (3) the Trustee receive an Officers'
Certificate and an Opinion of Counsel to the effect that the issuance of the
Supplemental Debentures complies with the provisions of the Indenture.
E. The Company desires and has requested the Trustee to join with it in entering
into this Supplemental Indenture for the purpose of amending the Indenture and
to modify and amend the Indenture to the extent and as set forth in this
Supplemental Indenture.
F. The Company and the Trustee are duly authorized pursuant to the terms of the
Indenture (including, without limitation, Section 12.01 thereof) to execute and
deliver this Supplemental Indenture and to modify and amend the Indenture as
provided herein.
G. Certain officers of the Company, acting pursuant to the authorization of the
Board of Directors of the Company, have determined that the amendments to the
Indenture set forth in this Supplemental Indenture are reasonably necessary and
in the best interests of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
AMENDMENTS TO INDENTURE
Section 1.1 Amendment of Section 1.01 of the Indenture.
------------------------------------------
(a) Section 1.01 of the Indenture is hereby amended by inserting the following
definition, which shall be inserted in alphabetical order:
"Supplemental Debentures" means Debentures in an aggregate principal amount of
$67,782,000 issued pursuant to that certain Supplemental Indenture dated as of
April 2, 2007. The Supplemental Debentures are Additional Debentures as defined
in the Indenture.
ARTICLE 2
ISSUANCE OF ADDITIONAL SECURITIES
Section 2.1 Issuance of Additional Debentures.
---------------------------------
(a) Pursuant to Section 2.01 of the Indenture, the Trustee shall authenticate
and make available for delivery the Supplemental Debentures for original issue
in the aggregate principal amount of up to $67,782,000 upon receipt of a written
order or orders of the Company signed by two Officers of the Company (a "Company
Order"). The Company Order shall specify the amount of Debentures to be
authenticated, shall provide that all such Debentures will be Restricted
Securities represented by a Global Debenture and the date on which each original
issue of Debentures is to be authenticated. The aggregate principal amount of
Supplemental Debentures outstanding at any time may not exceed $67,782,000. The
Company may, from time to time after the execution of this Supplemental
Indenture, execute and deliver to the Trustee for authentication Additional
Debentures, and the Trustee shall thereupon authenticate and deliver said
Additional Debentures to or upon the written order of the Company, without any
further action by the Company hereunder; provided, however, that the Company may
issue Additional Debentures only if: (1) such Additional Debentures and Initial
Debentures are treated as part of the same issue of debt instruments for
purposes of U.S. federal income tax laws; (2) such Additional Debentures shall
have the same CUSIP number as the Initial Debentures; and (3) the Trustee
receives an Officers' Certificate and an Opinion of Counsel to the effect that
such issuance of Additional Debentures complies with the provisions of the
Indenture, including each provision of this paragraph.
(b) The Supplemental Debentures and the Initial Debentures shall be treated as
part of the same issue of debt instruments for purposes of U.S. federal income
tax laws.
(c) The Supplemental Debentures shall have the same CUSIP number as the Initial
Debentures.
(d) The Trustee shall receive an Officers' Certificate and an Opinion of Counsel
to the effect that the issuance of the Supplemental Debentures complies with the
provisions of the Indenture.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Effect of Supplemental Indenture; Timing of Amendments. This
Supplemental Indenture supplements and amends the Indenture pursuant to Section
12.01 of the Indenture. Upon execution and delivery of this Supplemental
Indenture, the Indenture shall be amended and supplemented in accordance
herewith, the terms and conditions of this Supplemental Indenture shall be part
of the terms and conditions of the Indenture for any and all purposes, and all
the terms and conditions of both shall be read together as though they
constitute one and the same instrument, except that in the case of conflict, the
provisions of this Supplemental Indenture will control; and every
Debentureholder heretofore or hereafter authenticated and delivered shall be
bound thereby.
Section 3.2 Definitions. Capitalized terms used and not otherwise defined in
this Supplemental Indenture shall have the meanings given such terms in the
Indenture.
Section 3.3 Full Force and Effect. Except to the extent expressly modified or
amended by this Supplemental Indenture, which modifications and amendments are
deemed necessary to cure ambiguities and correct or supplement any provisions in
the Indenture which are defective or inconsistent with any other provisions
therein, the Indenture and all of its covenants, agreements and other provisions
remain in full force and effect, and all references to the Indenture in the
Indenture shall be deemed to mean the Indenture as supplemented and amended
pursuant hereto.
Section 3.4 Severability. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 3.5 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF).
Section 3.6 Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
Section 3.7 Effect of Headings. The Article and Section headings herein have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed as of the date first above written.
GREATBATCH, INC.
By: /s/ Thomas J. Mazza
-------------------------------------------------
Name: Thomas J. Mazza
Title: Senior Vice President and Chief Financial Officer
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee
By: /s/ Aaron G. McManus
-------------------------------------------------
Name: Aaron G. McManus
Title: Assistant Vice President
Signature Page to First Supplemental Indenture