AMENDMENTCredit Agreement • March 1st, 2011 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
AMENDMENT (this “Amendment”), dated as of November 30, 2010, to the Credit Agreement, dated as of July 14, 2006 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among GENZYME CORPORATION, a Massachusetts corporation (the “Parent Borrower”), the SUBSIDIARY BORROWERS (the “Subsidiary Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), the Syndication Agent, Co-Documentation Agents and Co-Agents named therein, and JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto agree as follows:
GENZYME EUROPE B.V. Guarantee and Second Supplemental IndentureGuarantee and Second Supplemental Indenture • March 1st, 2011 • Genzyme Corp • Biological products, (no disgnostic substances) • New York
This Guarantee and Second Supplemental Indenture, dated as of December 28, 2010 (this “Guarantee”), is between Genzyme Europe B.V., a company organized under the laws of The Netherlands (the “Guarantor”), Genzyme Corporation, a Massachusetts corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the indenture referred to below (in such capacity, the “Trustee”).
