QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.33


AMENDMENT AND RESTATEMENT AGREEMENT

dated as of

March 28, 2002

among

EDWARDS LIFESCIENCES CORPORATION
as Borrower

The Lenders Party Hereto

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

J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner

        The Company has requested that the Existing Credit Agreement be amended and restated as set forth in Section 1 below and the other parties hereto are willing so to amend and restate the Existing Credit Agreement. Each capitalized term used but not defined herein has the meaning assigned thereto in the Existing Credit Agreement as amended and restated hereby.

        In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

        SECTION 1.    Amendment and Restatement.    Upon the effectiveness of this Amendment and Restatement as provided in Section 3 below, the Existing Credit Agreement shall be amended and restated in the form in which it exists on the date hereof but with the following revisions (the Existing Credit Agreement, as so amended and restated, being called the "Restated Credit Agreement"):

        (a)  The first sentence of the preamble is hereby deleted and replaced with the following sentence:

        (b)  The reference to the "Credit Agreement" in the second paragraph of the preamble is hereby deleted and replaced with a reference to the "Existing Credit Agreement".

        (c)  Section 1.01 is hereby amended as follows:

        SECTION 2.    Representations and Warranties.    The Company represents and warrants to the Lenders as of the date hereof and as of the Effective Date that:

        SECTION 3.    Conditions to Effectiveness.    This Amendment and Restatement and the obligations of the Lenders to make Loans under the Credit Agreement as amended and restated hereby shall become effective on the date (the "Effective Date") on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):

        The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

        SECTION 4.    Agreement.    Except as specifically stated herein, the provisions of the Credit Agreement are and shall remain in full force and effect. As used therein, the terms "Credit Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Restated Credit Agreement.

        SECTION 5.    Consents.    Each Subsidiary Guarantor hereby acknowledges receipt of and consents to the terms of this Amendment and Restatement and confirms that its respective Guarantee pursuant to the Subsidiary Guarantee Agreement will remain in full force and effect notwithstanding the execution and delivery of this Amendment and Restatement.

        SECTION 6.    Applicable Law.    THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        SECTION 7.    Counterparts.    This Amendment and Restatement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment and Restatement by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.

        SECTION 8.    Expenses.    The Company agrees to reimburse the Administrative Agent for all out-of-pocket expenses incurred by it in connection with this Amendment and Restatement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

        SECTION 9.    Headings.    The headings of this Amendment and Restatement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed by their respective authorized officers as of the day and year first above written.

    EDWARDS LIFESCIENCES
CORPORATION,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES
CORPORATION OF PUERTO RICO,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES JAPAN
HOLDINGS, INC.,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES LLC,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES RESEARCH
MEDICAL, INC.,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES SALES
CORPORATION,

 
 
by
 
Name:
Title:

 
 
 
 
 

 
 
EDWARDS LIFESCIENCES (U.S.) INC.,

 
 
by
 
Name:
Title:

 
 
EDWARDS LIFESCIENCES WORLD
TRADE CORPORATION,

 
 
by
 
Name:
Title:

 
 
JPMORGAN CHASE BANK,
individually and as Administrative Agent,

 
 
by
 
Name:
Title:

 
 
CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS BRANCH,
individually and as Co-Syndication Agent,

 
 
by
 
Name:
Title:

 
 
FIRST UNION NATIONAL BANK,
individually and as Co-Syndication Agent,

 
 
by
 
Name:
Title:

 
 
THE BANK OF NOVA SCOTIA,
individually and as Co-Documentation Agent,

 
 
by
 
Name:
Title:

 
 
BANK OF AMERICA, N.A.
individually and as Co-Documentation Agent,

 
 
by
 
Name:
Title:


QuickLinks

AMENDMENT AND RESTATEMENT AGREEMENT