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EXHIBIT 10.31
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of December 8, 2000, to the 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 as set
forth 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 becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Defined Terms. The defined term "Irish Affiliate Cash" is
deleted from Section 1.01 and the following defined term is added to Section
1.01: "Adjusted Cash" means an amount equal to 70% of the cash and cash
equivalents denominated in Dollars or in any currency which is readily
exchangeable into Dollars and which is not, at such time, subject to any form of
exchange control regulation, and which are payable by either their terms at an
address within the United States and by a United States resident or other person
having an address within the United States, owned by Allergan Pharmaceuticals
Holdings (Ireland) Limited ("APHIL"), a subsidiary of Allergan Holdings, Inc., a
Delaware corporation, or by the Company, such amount not to exceed $150,000,000
in respect of cash and cash equivalents owned by APHIL and $150,000,000 in
respect of cash and cash equivalents owned by the Company.
SECTION 3. Debt to Capitalization. Section 5.08 of the Credit Agreement is
amended to read as follows:
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SECTION 5.08. Debt to Capitalization. The ratio of (i) Consolidated
Debt less Adjusted Cash to (ii) Consolidated Debt less Adjusted Cash plus
Adjusted Consolidated Net Worth will at no time be greater than 0.45:1.
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 shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 6. Counterparts. 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.
SECTION 7. Effectiveness. This Amendment 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 Required 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 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: SVP, Tax, Treasury & Title: Assistant Treasurer
Investor Relations
REVOLVING COMMITMENT
VEHICLE CORPORATION
(▇▇▇▇▇▇ Guaranty Trust Company of
New York as Attorney-in-Fact for
Revolving Commitment Vehicle
Corporation)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Associate
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Attorney-in-Fact
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ABN AMRO BANK N.V. LOS ANGELES
INTERNATIONAL BRANCH
/s/ MITSOO ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Mitsoo ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President Title: Senior Vice President
BANK ONE, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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