Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT dated as of September 29, 2005 (this "First Amendment"), among
EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company"); the
LENDERS (as defined in the Credit Agreement referred to below); JPMORGAN CHASE
BANK, N.A., as Administrative Agent for the Lenders (the "Administrative
Agent").
A.
Reference is made to the Five Year Credit Agreement dated as of June 28,
2004 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among the Company, the other Borrowers, the Lenders party
thereto (the "Lenders"), the Administrative Agent, the London Agent, the Tokyo
Agent, and the documentation agents. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement, as amended hereby.
B.
The Company has requested that the Swiss Tranche Commitment be increased by
an aggregate amount equal to $100,000,000 and that the US Tranche Commitment be
decreased by an aggregate amount equal to $100,000,000.
C.
Each Lender is willing to effect such amendments on the terms and subject to
the conditions of this First Amendment.
E.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1.
AMENDMENT OF THE CREDIT AGREEMENT.
EFFECTIVE AS OF THE FIRST
AMENDMENT EFFECTIVE DATE:
(A)
AMENDMENT OF SCHEDULE 2.01.
SCHEDULE 2.01 ATTACHED TO THE CREDIT AGREEMENT
PRIOR TO GIVING EFFECT TO THIS FIRST AMENDMENT IS HEREBY REPLACED WITH SCHEDULE
2.01 TO THIS FIRST AMENDMENT.
THE AGGREGATE AMOUNTS OF THE SWISS TRANCHE
COMMITMENT AND THE US TRANCHE COMMITMENT, IN EACH CASE AFTER GIVING EFFECT TO
THIS FIRST AMENDMENT, ARE $150,000,000 AND $250,000,000, RESPECTIVELY.
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS FIRST AMENDMENT, THE COMPANY REPRESENTS AND WARRANTS TO EACH
OF THE LENDERS AND THE ADMINISTRATIVE AGENT THAT, AS OF THE FIRST AMENDMENT
EFFECTIVE DATE:
(A)
THIS FIRST AMENDMENT, INCLUDING IN THE CASE OF THE SWISS BORROWERS, THE
INCREASE IN THE SWISS TRANCHE COMMITMENT, HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY IT AND THIS FIRST AMENDMENT AND THE CREDIT AGREEMENT, AS AMENDED
HEREBY, CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH ITS TERMS EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND
BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III OF THE CREDIT
AGREEMENT ARE, AFTER GIVING EFFECT TO THIS FIRST AMENDMENT, TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON AND AS OF THE FIRST AMENDMENT EFFECTIVE DATE WITH THE
SAME EFFECT AS THOUGH MADE ON AND AS OF THE FIRST AMENDMENT EFFECTIVE DATE,
EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE (IN WHICH CASE THEY WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS