KAISHA BUNKATSU AND STOCK PURCHASE AGREEMENT July 25, 2002 among BAXTER HOLDINGS LIMITED and BAXTER LIMITED and EDWARDS LIFESCIENCES LIMITED and EDWARDS LIFESCIENCES AGStock Purchase Agreement • November 14th, 2002 • Edwards Lifesciences Corp • Services-commercial physical & biological research • Illinois
THIS KAISHA BUNKATSU AND STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 25, 2002, entered into by and among Baxter Limited, a Japanese kabushiki kaisha ("BKK"); Baxter Holdings Limited, a Japanese yugen kaisha ("BHL"; collectively with BKK, the "Baxter Parties"); Edwards Lifesciences Limited, a Japanese kabushiki kaisha ("ELL"); and Edwards Lifesciences AG, a Swiss aktiengesellschaft ("Edwards AG") ("Edwards AG"; collectively with ELL, the "Edwards Parties").
SUPPLEMENTAL REORGANIZATION AGREEMENT AND AMENDMENT TO TAX SHARING AGREEMENTSupplemental Reorganization Agreement • November 14th, 2002 • Edwards Lifesciences Corp • Services-commercial physical & biological research • Illinois
SUPPLEMENTAL REORGANIZATION AGREEMENT AND AMENDMENT TO TAX SHARING AGREEMENT, dated as of July 25, 2002 (this "Agreement"), by and between Baxter International Inc., a Delaware corporation ("Baxter"), and Edwards Lifesciences Corporation, a Delaware corporation ("Edwards") (each a "Party" and collectively, the "Parties").
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • November 14th, 2002 • Edwards Lifesciences Corp • Services-commercial physical & biological research • New York
AMENDMENT NO. 1, dated as of October 21, 2002 (this "Amendment"), to the 364-DAY AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2002 (as amended, the "Credit Agreement") among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company"); the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, as Administrative Agent; CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A., as Co-Documentation Agents.
QuickLinks -- Click here to rapidly navigate through this documentYear Credit Agreement • November 14th, 2002 • Edwards Lifesciences Corp • Services-commercial physical & biological research • New York
AMENDMENT NO. 3, dated as of October 21, 2002 (this "Amendment"), to the FIVE YEAR CREDIT AGREEMENT dated as of March 30, 2000 (as amended, the "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; JPMORGAN CHASE BANK, as Administrative Agent; J. P. MORGAN EUROPE LIMITED, as London Agent; MIZUHO CORPORATE BANK, LTD., as the Tokyo Agent; BANK ONE, N.A., as Syndication Agent; and CREDIT SUISSE FIRST BOSTON, as Documentation Agent.
