EXHIBIT 10.13
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of March 16, 2007, and entered into by and among
ALLERGAN, INC. (the "Company"), the banks and other financial institutions
signatory hereto that are parties as Banks to the Credit Agreement referred to
below (the "Banks"), JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the "Administrative Agent"), CITICORP USA INC., as syndication agent,
and BANK OF AMERICA, N.A., as documentation agent.
Recitals
A. The Company, the Banks, and the Agents have entered into that
certain Amended and Restated Credit Agreement dated as of March 31, 2006 (the
"Credit Agreement"), by and among the Company, the Eligible Subsidiaries
referred to therein, the Banks party thereto, the Administrative Agent, Citicorp
USA Inc., as syndication agent, and Bank of America, N.A., as documentation
agent. Capitalized terms used in this Amendment without definition shall have
the meanings given such terms in the Credit Agreement.
B. The Company has requested certain modifications to the provisions
of the Credit Agreement.
C. The Banks are willing to agree to the modifications requested by
the Company, on the terms and conditions set forth in this Amendment.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the Company and the Banks agree as follows:
1. Amendment to Section 1.01 of the Credit Agreement. Clause (1) of
the definition of Interest Period is amended by inserting the words "or such
other period of time to be not less than three weeks nor more than two months
thereafter," immediately following the phrase "ending one, two, three or six
months thereafter."
2. Effectiveness. This Amendment shall be effective as of the date
hereof when the Administrative Agent shall have received from each of the
Company and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof.
3. Effect of Amendment; Ratification. From and after the date on which
this Amendment becomes effective, all references to the Credit Agreement shall
mean the Credit Agreement as amended hereby. Except as expressly amended hereby
or waived herein, the Credit Agreement and the Notes shall remain in full force
and effect, and all terms and provisions thereof are hereby ratified and
confirmed. The Company confirms that as amended hereby, each of the Amended
Credit Agreement and the Notes is in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
5. Counterparts; Integration. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment constitutes the entire agreement and understanding among the parties
hereto and supersedes any and all prior agreements and understandings, oral or
written, related to the subject matter hereof.
2
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date set forth above.
ALLERGAN, INC.
By: /s/ Jeffrey L. Edwards
------------------------------------
Name: Jeffrey L. Edwards
Title: Exec. V.P., Finance and
Business Dev. CFO
By: /s/ James M. Hindman
------------------------------------
Name: James M. Hindman
Title: Sr. V.P. Treasury, Risk and
Investor Relations
S-1
JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent
By: /s/ Dawn LeeLum
------------------------------------
Name: Dawn LeeLum
Title: Executive Director
CITICORP USA, INC.,
individually and as Syndication Agent
By: /s/ Carolyn Wendler
------------------------------------
Name: Carolyn Wendler
Title: Managing Director and
Vice President
BANK OF AMERICA, N.A.,
individually and as Documentation Agent
By: /s/ Jill J. Hogan
------------------------------------
Name: Jill J. Hogan
Title: Vice President
MORGAN STANLEY BANK
By: /s/ Dawn M. Dawson
------------------------------------
Name: Dawn M. Dawson
Title: Authorized Signatory
WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William
Street Commitment Corporation)
By: /s/ Mark Walton
------------------------------------
Name: Mark Walton
Title: Assistant Vice President
WELLS FARGO BANK, N.A.
By: /s/ Ling Li
------------------------------------
Name: Ling Li
Title: Vice President