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EXHIBIT 10.30
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 1998 amending
and restating the Credit Agreement dated as of May 10, 1996 and amended as of
March 5, 1998 (the "CREDIT AGREEMENT") among ALLERGAN, INC. (the "COMPANY"), the
ELIGIBLE SUBSIDIARIES referred to therein, the BANKS party thereto, BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and ▇▇▇▇▇▇ GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to (i)
extend the Termination Date from May 10, 2001 to March 24, 2003 and (ii) change
the definitions of the Pricing Levels so that on and or after the date hereof
one rating, rather than two, will satisfy the requirement at each Pricing Level;
and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth
herein and to restate the Credit Agreement in its entirety to read as set forth
in the Credit Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment and Restatement
becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Extension of Termination Date. The definition of "Termination
Date" in Section 1.01 of the Credit Agreement is amended by changing the dates
specified therein from "May 10, 2001" to "March 24, 2003".
SECTION 3. Pricing Levels. The definitions of "Level I Pricing", "Level II
Pricing", "Level III Pricing", "Level IV Pricing" and "Level V Pricing" in
Section 1.01 of the Credit Agreement are amended to read as follows:
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"LEVEL I PRICING" applies at any date if, at such date, the Company's
outstanding senior secured long-term debt securities are rated AA- or higher by
S&P or Aa3 or higher by Moody's.
"LEVEL II PRICING" applies at any date if, at such date, (i) the Company's
outstanding senior unsecured long-term debt securities are rated A or higher by
S&P or A2 or higher by Moody's and (ii) Level I Pricing does not apply.
"LEVEL III PRICING" applies at any date if, at such date, (i) the Company's
outstanding senior unsecured long-term debt securities are rated BBB+ or higher
by S&P or Baa1 or higher by Moody's and (ii) neither Level I Pricing nor Level
II Pricing applies.
"LEVEL IV PRICING" applies at any date if, at such date, (i) the Company's
outstanding senior unsecured long-term debt securities are rated BBB or higher
by S&P or Baa2 or higher by Moody's and (ii) none of Level I Pricing, Level II
Pricing or Level III Pricing applies.
"LEVEL V PRICING" applies at any date, if at such date, no other Pricing
Level applies.
SECTION 4. Representations of Company. The Company represents and warrants
that (i) the representations and warranties of the Company set forth in Article
4 of the Credit Agreement will be true on and as of the Amendment Effective Date
and (ii) no Default will have occurred and be continuing on such date.
SECTION 5. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Amendment and Restatement 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.
SECTION 7. Effectiveness. This Amendment and Restatement shall become
effective as of the date hereof on the date (the "AMENDMENT EFFECTIVE DATE")
when the Agent shall have received from each of the Company and the Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed as of the date first above written.
ALLERGAN, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. PREM
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. Prem
Title: Vice President, Treasurer Title: Assistant Treasurer
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V. LOS ANGELES
INTERNATIONAL BRANCH
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President/Director Title: Group Vice President
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THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
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