LETTER WAIVER
Exhibit 99.1
Dated as of May 25, 2007
To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”)
parties to the Credit Agreement
referred to below and to Citibank, N.A.,
as agent (the “Agent”) for the Lenders
Ladies and Gentlemen:
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the “Credit Agreement”) among the undersigned and you, and the letter waivers thereunder dated November 23, 2005, February 17, 2006, May 15, 2006, August 23, 2006, December 8, 2006 and January 26, 2007. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
On May 16, 2007, the Borrower announced that it had entered into a definitive merger agreement with affiliates of Warburg Pincus LLC, pursuant to which affiliates of Warburg Pincus LLC will acquire all of the outstanding shares of the Borrower’s common stock.
The execution of the referenced merger agreement may be an event described in Section 6.01(h)(iii) of the Credit Agreement. Accordingly, we hereby request that you waive, and by execution hereof you agree to permanently waive, Section 6.01(h)(iii) of the Credit Agreement.
This Letter Waiver shall be effective as of May 16, 2007 when the Agent has received counterparts of this Letter Waiver executed on behalf of Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Waiver.
If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning at least two counterparts of this Letter Waiver to Xxxxx Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.
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Very truly yours, |
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BAUSCH & LOMB INCORPORATED |
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By |
/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx |
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Senior Vice President and Chief Financial Officer |
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Agreed as of the date first above written: |
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CITIBANK, NA., |
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as Agent and as Lender |
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By |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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KEYBANK NATIONAL ASSOCIATION |
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By |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Senior Vice President |
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BARCLAYS BANK PLC |
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By |
/s/ Xxxxxx Xxxx |
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Name: |
Xxxxxx Xxxx |
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Title: |
Manager |
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BANK OF TOKYO-MITSUBISHI UFJ TRUST |
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COMPANY (f/k/a Bank of Tokyo-Mitsubishi Trust |
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Company) |
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By |
/s/ X. Xxxxxxx |
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Name: |
X. Xxxxxxx |
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Title: |
Vice President |
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JPMORGAN CHASE BANK, N.A. |
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By |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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MIZUHO CORPORATE BANK, LTD. |
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By |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Deputy General Manager |
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U.S. BANK NATIONAL ASSOCIATION |
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By |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Assistant Vice President |
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ALLIED IRISH BANKS, P.L.C. |
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By |
/s/ Xxxxxxxx Xxxxxx |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Director |
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By |
/s/ Xxxxxxx X’Xxxxxx |
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Name: |
Xxxxxxx X’Xxxxxx |
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Title: |
Senior Vice President |
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HSBC BANK USA, NATIONAL ASSOCIATION |
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By |
/s/ |
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Name: |
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Title: |
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THE NORTHERN TRUST COMPANY |
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By |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Second Vice President |
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