WAIVER LETTER
Exhibit 99.2
WAIVER LETTER
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To: |
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Bausch & Lomb B.V. (the “Company”) |
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Xxxxxxxxxxxxx 000 |
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1119 NH Schiphol-Rijk |
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The Netherlands |
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Fax: |
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x00 00 0000 000 |
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Attn: |
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Financial Controller |
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and: |
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Bausch & Lomb Incorporated (the “Guarantor”) |
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One Bausch & Lomb Place |
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Rochester |
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New York 14604 |
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United States of America |
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Fax: |
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x0 000 000 0000 |
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Attn: |
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Corporate Treasury Operations |
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25 May, 2007
Dear Sirs,
US$375,000,000 credit agreement dated 29 November 2005 (as amended) between (among others) the Company, the Guarantor and Citibank International plc as facility agent (the “Agreement”)
1. Interpretation
(a) We refer to the Agreement. Capitalised terms defined in the Agreement have the same meaning when used in this letter unless expressly defined in this letter.
(b) The provisions of Clause 1.2 (Construction) of the Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreement are to be construed as references to this letter.
2. Waiver of certain obligations
(a) On May 16, 2007, the Borrower announced that
it had entered into a definitive merger agreement with affiliates of Warburg
Pincus LLC (“Warburg”), pursuant to which affiliates of Warburg
will acquire all of the outstanding shares of the Guarantor’s common stock. Under
an email dated 22 May 2007, the Guarantor has requested that the Majority
Lenders waive the Event of
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Default under Clause 19.8(c) (Change of control) in respect of the Guarantor’s entry into a definitive merger agreement dated May 16, 2007 with affiliates of Warburg (the “Merger Agreement”).
(b) Pursuant to Clause 25 (Amendments and Waivers) of the Agreement, the Majority Lenders have consented to the waiver of the Event of Default under Clause 19.8(c). Accordingly, we are authorised to execute this letter on behalf of the Finance Parties and to confirm that the Event of Default referred to above is waived with effect from May 16, 2007 when the Agent has received counterparts of this letter executed on behalf of the Company and Guarantor.
3. Guarantee
The Guarantor:
(a) agrees to the waiver of the Agreement as contemplated by this letter; and
(b) with effect from the date of this letter, confirms that the guarantee given by it under the Agreement will:
(i) continue in full force and effect; and
(ii) extend to the liabilities and obligations of the Company to the Finance Parties under the Finance Documents as waived by this letter.
4. Miscellaneous
(a) This letter is a Finance Document.
(b) Except as otherwise provided in this letter, the Finance Documents remain in full force and effect.
(c) Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.
5. Governing law
This letter is governed by English law.
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/s/ Xxxxxx Xxxxxxxxx |
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For
CITIBANK INTERNATIONAL PLC
as Facility Agent for and on behalf of the Finance Parties
Date: 25 May, 2007
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We agree with the terms of this letter. |
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/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx, Vice President & Treasurer |
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For |
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BAUSCH & LOMB B.V. |
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Date: |
25 May, 2007 |
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/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx |
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Senior Vice President and Chief Financial Officer |
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For |
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BAUSCH & LOMB INCORPORATED |
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Date: |
25 May, 2007 |
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