exv10w36w1






EXHIBIT
10.36.1




AMENDMENT




          AMENDMENT (this “Amendment”), dated as of November 30, 2010, to the Credit
Agreement, dated as of July 14, 2006 (as amended, restated, supplemented or otherwise modified,
this “Agreement”), among GENZYME CORPORATION, a Massachusetts corporation (the “Parent
Borrower”), the SUBSIDIARY BORROWERS (the “Subsidiary Borrowers”), the several banks
and other financial institutions or entities from time to time parties to this Agreement (the
“Lenders”), the Syndication Agent, Co-Documentation Agents and Co-Agents named therein, and
JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto agree as follows:




WITNESSETH:




          WHEREAS, the Borrower has requested that certain provisions of the Agreement be amended as set
forth herein; and




          WHEREAS, the Administrative Agent, the Issuing Bank and the Required Lenders are willing to
consent to such amendments on the terms set forth herein;




          NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:




          I. Defined Terms. Terms defined in the Agreement and used herein shall have
the meanings given to them in the Agreement.




          II. Amendment to Section 1.1 (Defined Terms). Subsection 1.1 of the
Agreement is hereby amended by adding the following new definition to appear in alphabetical order:





“Consolidated Total Assets”: the consolidated total asset value of the
Parent Borrower and its Subsidiaries as reported in the Parent Borrower’s most
recent annual report on Form 10-K filed with the SEC under the Securities Exchange
Act of 1934.



          III. Amendment to Section 7.5 (Disposition of Property). Section 7.5(h) of
the Agreement is hereby amended by deleting “fair market value not to exceed 15% of Consolidated
Net Worth in the aggregate” therefrom and inserting in lieu thereof “net book value not to exceed
10% of Consolidated Total Assets in any fiscal year”.




          IV. Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the date on which the following conditions precedent have been satisfied or waived
(“Effective Date”):





	 	(a)	 	The Administrative Agent shall have received a duly executed
counterpart to this Amendment from the Borrower, the Administrative Agent, the
Issuing Bank and the Required Lenders under the Agreement.
	 
	 	(b)	 	The Administrative Agent shall have received payment of all of its
reasonable and documented out-of-pocket costs and expenses incurred in connection
with this Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.





          V. Representations and Warranties. The Borrower hereby represents and
warrants that (a) each of the representations and warranties in Section IV of the Agreement shall
be, after giving




 









 




effect to this Amendment, true and correct in all material respects as if made on and as of
the Effective Date (unless such representations and warranties are stated to relate to a specific
earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date) and (b) after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.




          VI. No Other Amendments; Confirmation. Except as expressly amended hereby,
the provisions of the Agreement and each of the other Credit Documents are and shall remain in full
force and effect.




          VII. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




          VIII. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.




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          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by
their proper and duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	GENZYME CORPORATION

 	 
	 	By:  	/s/ Michael S. Wyzga
 	 
	 	 	Name:  	Michael S. Wyzga 	 
	 	 	Title:  	Executive Vice President Finance, Chief
Financial Officer 	 
	 
	 	GENZYME GLOBAL S.A.R.L.

 	 
	 	By:  	/s/ Christopher Jenner
 	 
	 	 	Name:  	Christopher Jenner 	 
	 	 	Title:  	Class B Manager 	 
	 
	 	 	 
	 	By:  	                                              /s/ Nathalie Joannes
 	 
	 	 	Name:  	Nathalie Joannes 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michael S. Wyzga
 	 
	 	 	Name:  	Michael S. Wyzga 	 
	 	 	Title:  	Class A Manager 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative 
Agent
and as a Lender

 	 
	 	By:  	/s/ Peter M. Killea
 	 
	 	 	Name:  	Peter M. Killea 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as Syndication Agent and as 
a
Lender

 	 
	 	By:  	/s/ Zubin R. Shroff
 	 
	 	 	Name:  	Zubin R. Shroff 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	The Bank of New York Mellon

 	 
	 	By:  	/s/ Clifford A. Mull
 	 
	 	 	Name:  	Clifford A. Mull 	 
	 	 	Title:  	First Vice President 	 
	 




 









 





	 	 	 	 	 
	 	The Governor & Company of the Bank of Ireland

 	 
	 	By:  	/s/ Anne Donovan
 	 
	 	 	Name:  	Anne Donovan 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	 	 
	 	By:  	                                              /s/ John Goggin
 	 
	 	 	Name:  	John Goggin 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	Intesa Sanpaolo S.p.A.-New York Branch

 	 
	 	By:  	/s/ Luca Sacchi
 	 
	 	 	Name:  	Luca Sacchi 	 
	 	 	Title:  	VP 	 
	 
	 	 	 
	 	By:  	                                              /s/ Francesco DiMario
 	 
	 	 	Name:  	Francesco DiMario 	 
	 	 	Title:  	FVP, Credit Manager 	 
	 




 









 





	 	 	 	 	 
	 	KBC Bank N.V.

 	 
	 	By:  	/s/ Tim Lee
 	 
	 	 	Name:  	Tim Lee 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ S. Kurtz Barkley
 	 
	 	 	Name:  	S. Kurtz Barkley 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	RBS Citizens, NA

 	 
	 	By:  	/s/ Cindy Chen
 	 
	 	 	Name:  	Cindy Chen 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	The Royal Bank of Scotland N.V.

(formerly known as ABN AMRO Bank N.V.)

 	 
	 	By:  	/s/ Michele Costello
 	 
	 	 	Name:  	Michelle Costello 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	Sovereign Bank

 	 
	 	By:  	/s/ Pierre A. Desbiens
 	 
	 	 	Name:  	Pierre A. Desbiens 	 
	 	 	Title:  	AVP 	 
	 




 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Scott Santa Cruz
 	 
	 	 	Name:  	Scott Santa Cruz 	 
	 	 	Title:  	Director