ARE RATIFIED AND
AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER TO A CONSENT TO, OR A WAIVER,
AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
(B)
ON AND AFTER THE FIRST AMENDMENT EFFECTIVE DATE, EACH REFERENCE IN THE
CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN", OR WORDS
OF LIKE IMPORT, AND EACH REFERENCE TO THE CREDIT AGREEMENT IN ANY LOAN DOCUMENT
SHALL BE DEEMED A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
THIS
FIRST AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 5.
COSTS AND EXPENSES.
THE COMPANY AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT FOR ITS REASONABLE OUT OF POCKET EXPENSES IN CONNECTION
WITH THIS FIRST AMENDMENT, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT.
SECTION 6.
INDEMNITY.
IT IS AGREED THAT FOR ALL PURPOSES OF SECTION 11.03(B)
OF THE CREDIT AGREEMENT, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS FIRST
AMENDMENT AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY SHALL ALL BE DEEMED TO
BE TRANSACTIONS CONTEMPLATED BY THE CREDIT AGREEMENT.
SECTION 7.
COUNTERPARTS.
THIS FIRST AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
DELIVERY OF ANY EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS FIRST AMENDMENT
BY FACSIMILE TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART HEREOF.
SECTION 8.
APPLICABLE LAW.
THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
3
SECTION 9.
HEADINGS.
THE HEADINGS OF THIS FIRST AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
4
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
EDWARDS LIFE SCIENCES
CORPORATION,
By
/s/ Corinne H. Lyle
Name: Corinne H. Lyle
Title:
Corporate Vice President,
Chief Financial Officer and Treasurer
JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent,
By
/s/ Thomas T. Hou
Name: Thomas T. Hou
Title: Vice President
To approve First Amendment dated as of September 29, 2005 to the Edwards
Lifesciences Corporation Credit Agreement:
Name of Institution: Bank of America
by
/s/ Peter D. Griffith
Name: Peter D. Griffith
Title:
Senior Vice President
by
Name:
Title:
To approve First Amendment dated as of September 29, 2005 to the Edwards
Lifesciences Corporation Credit Agreement:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
by
/s/ Tsuguyuki Umene
Name: Tsuguyuki Umene
Title:
Deputy General Manager
To approve First Amendment dated as of September