Amendment No. 1 to Five Year and 364 Day Credit Agreements – Edwards Lifesciences and Lenders

Summary

This amendment, dated June 30, 2000, modifies the Five Year and 364 Day Credit Agreements between Edwards Lifesciences Corporation, its subsidiaries, and a group of lenders led by The Chase Manhattan Bank. The amendment updates certain financial definitions, adds two new U.S. subsidiaries as eligible borrowers, and confirms that the parent company guarantees their obligations. The agreement becomes effective once signed by all required parties and does not otherwise change the original terms of the credit agreements.

EX-10.23 3 ex-10_23.txt EXHIBIT 10.23 EXHIBIT 10.23 CONFORMED COPY AMENDMENT NO. 1, dated as of June 30, 2000 (this "AMENDMENT"), to the FIVE YEAR CREDIT AGREEMENT dated as of March 30, 2000 (the "FIVE YEAR CREDIT AGREEMENT"), among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "COMPANY"); the SWISS BORROWERS (as defined in the Credit Agreement); the JAPANESE BORROWERS (as defined in the Credit Agreement); the LENDERS from time to time party thereto; THE CHASE MANHATTAN BANK, as Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent; THE FUJI BANK, LIMITED, as the Tokyo Agent; BANK ONE, N.A., as Syndication Agent; and CREDIT SUISSE FIRST BOSTON, as Documentation Agent, and to the 364 Day CREDIT AGREEMENT dated as of March 30, 2000 (the "364 DAY CREDIT AGREEMENT" and together with the Five Year Credit Agreement the "CREDIT AGREEMENTS") among the Company, the Lenders from time to time party thereto, THE CHASE MANHATTAN BANK, as Administrative Agent, BANK ONE, N.A., as Syndication Agent and CREDIT SUISSE FIRST BOSTON, as Documentation Agent. A. Pursuant to the Credit Agreements, the Lenders and the Issuing Bank have extended, and have agreed to extend, credit to the Borrowers. B. The Borrowers have requested that the Required Lenders agree to amend the Credit Agreements as provided herein. The Required Lenders are willing to amend the Credit Agreements pursuant to the terms and subject to the conditions set forth herein. C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreements. 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 TO CREDIT AGREEMENTS. The definition of "Specified Charges" in Section 1.01 of each Credit Agreement is hereby amended and restated in its entirety as follows: "SPECIFIED CHARGES" means (i) costs related to the Spin-Off and related restructuring changes not to exceed $100,000,000 (and the cash amount of which does not exceed $50,000,000) and (ii) charges for Intangible Assets and goodwill not to exceed $300,000,000, in each case to the extent such costs and/or charges shall have been accrued prior to December 31, 2000. SECTION 2. AMENDMENT TO FIVE YEAR CREDIT AGREEMENT. (a) In accordance with Section 2.21 of the Five Year Credit Agreement, the Five Year Credit Agreement is hereby amended to add Edwards Lifesciences Japan Holdings, Inc. and Edwards Lifesciences World Trade Corporation (the "NEW US BORROWERS") as Borrowers entitled to make US Tranche Revolving Borrowings under Section 2.01(a) of the Five Year Credit Agreement. The New US Borrowers will have the same right to borrow under the US Tranche Commitments and, with respect to the US Tranche Revolving Borrowings made by them, will have the same obligations, as the Company, and will have all the other obligations of Borrowers under the Five Year Credit Agreement. (b) The definition of "Borrower" in the Five Year Credit Agreement is hereby amended and restated in its entirety as follows: "BORROWER" means the Company, any Swiss Borrower, any Japanese Borrower, or any other Subsidiary that becomes a Borrower in accordance with Section 2.21. (c) The Company hereby agrees and confirms that the Guarantee contained in Article X of the Five Year Credit Agreement will apply to the Obligations of the New US Borrowers. SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the other parties hereto to enter into this Amendment, the Company represents and warrants to each of the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent that, after giving effect to this Amendment, (i) the representations and warranties set forth in Article III of the Credit Agreements are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (ii) no Default or Event of Default has occurred and is continuing. SECTION 4. EFFECTIVENESS. This Amendment shall become effective as of the date first written above when the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Required Lenders under each Credit Agreement. SECTION 5. EFFECT OF AMENDMENT. Except with respect to any Default or Event of Default that might have existed but for the amendment to the definition of "Specified Charges" set forth in Section 1 hereof, which is hereby expressly waived, and except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders, the Administrative Agent, the Syndication Agent or the Documentation Agent under the Credit Agreements or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreements or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party 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 Agreements or any other Loan Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreements shall mean the Credit Agreements, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreements and the other Loan Documents. SECTION 6. COUNTERPARTS. This 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 contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 9. EXPENSES. The Company agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. EDWARDS LIFESCIENCES CORPORATION, by /s/ BRUCE J. BENTCOVER ------------------------- Name: Bruce J. Bentcover Title: Corporate Vice President and Chief Financial Officer EDWARDS LIFESCIENCES JAPAN HOLDINGS, INC., by /s/ JAY P. WERTHEIM ------------------------- Name: Jay P. Wertheim Title: Vice President and Secretary EDWARDS LIFESCIENCES WORLD TRADE CORPORATION, by /s/ JAY P. WERTHEIM ------------------------- Name: Jay P. Wertheim Title: Assistant Secretary THE CHASE MANHATTAN BANK, by /s/ STEPHEN P. ROCHFORD ------------------------- Name: Stephen P. Rochford Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH by: /s/ HISASHI MIYASHIRO --------------------- Name: Hisashi Miyashiro Title: Deputy General Manager SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: FLEET NATIONAL BANK by: /s/ WALTER J. MARULLO ------------------------- Name: Walter J. Marullo Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: NATIONAL AUSTRALIA BANK LIMITED A.C.N. 004044937 by: /s/ BRUCE T. RICHARDS ------------------------- Name: Bruce T. Richards Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: BANK OF NOVA SCOTIA, by: /s/ R.P. REYNOLDS ------------------------- Name: R.P. Reynolds Title: Director SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH by: /s/ IAIN STEWART ------------------------- Name: Iain Stewart Title: Managing Director by: /s/ ANNETTE WALTER ------------------------- Name: Annette Walter Title: Associate SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: THE BANK OF TOKYO-MITSUBISHI, LTD. ICHIGAYA BRANCH by: /s/ HAJIME KANEKO ------------------------- Name: Hajimi Kaneko Title: General Manager SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: BANK ONE, NA by: /s/ JOSEPH R. PERDENZA ------------------------- Name: Joseph R. Perdenza Title: Assistant Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: CREDIT SUISSE FIRST BOSTON by: /s/ WILLIAM S. LUTKINS ------------------------- Name: William S. Lutkins Title: Vice President by: /s/ THOMAS G. MUOIO ------------------------- Name: Thomas G. Muoio Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: MORGAN GUARANTY TRUST COMPANY OF NEW YORK by: /s/ ROBERT BOTTAMEDI ------------------------- Name: Robert Bottamedi Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: UBS AG, STAMFORD BRANCH by: /s/ ROBERT H. RILEY III ------------------------- Name: Robert H. Riley III Title: Executive Director by: /s/ WILFRED SAINT ------------------------- Name: Wilfred Saint Title: Loan Portfolio Support, US SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: WACHOVIA BANK, N.A. by: /s/ DEBRA COHELEY ------------------------- Name: Debra Coheley Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: ABN AMRO BANK by: /s/ JOHN A. MILLER ------------------------- Name: John A. Miller Title: Senior Vice President by: /s/ MITSOO RAVANI ------------------------- Name: Mitsoo Ravani Title: Assistant Vice President SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: BANK OF AMERICA by: /s/ FOREST SCOTT SINGHOFF ------------------------------ Name: Forest Scott Singhoff Title: Managing Director SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JUNE 30, 2000 TO THE EDWARDS LIFESCIENCES CREDIT AGREEMENTS NAME OF INSTITUTION: FIRST UNION by: /s/ ANN M. DODD -------------------------------- Name: Ann M. Dodd Title: Sennior Vice President