LETTER WAIVER
Exhibit
(10)-ll
Dated
as
of December 8, 2006
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 (referred to herein as the “First Letter Waiver”),
February 17, 2006 (effective February 24, 2006 and referred to herein as the
“Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”) and August 23,
2006 (the “Fourth Letter Waiver” and collectively, with the First Letter Waiver,
the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver,
the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver
have the same meanings as specified in the Credit Agreement and the
Waivers.
Reference
is made to each of Borrower’s Announcements and the events described under the
prior Waivers, and the prior definitions of Announcements are amended hereby
to
include Borrower’s: (i) press releases, dated September 29, 2006 and November 9,
2006, (ii) Borrower’s filings with the U.S. Securities and Exchange Commission
(the “SEC”) on Forms 8-K, filed September 20, 2006 (request to New York Stock
Exchange for additional trading period and commencement of second consent
solicitation on public debt) , September 28, 2008 (relating to public debt
consent solicitation), September 29, 2006 (completion of consent solicitation),
September 29, 2006 (grant of additional trading period from New York Stock
Exchange) and November 9, 2006 (execution of Supplemental Indenture No. 8
extending waivers on the Borrower’s public debt, release of expected financial
results for the third quarter of 2006 and certain director and officer
compensation matters) and (iii) Borrower’s filing on Form 12b-25, filed with the
SEC on November 9, 2006.
In
light
of these events described in the Announcements, and other confidential
information which Borrower has disclosed to Agent and Lenders orally and in
writing prior to the date hereof under the terms of confidentiality agreements
executed with each Lender (the “Confidential Disclosures”), Borrower has
requested, and the Required Lenders hereby agree that the term “Waiver
Termination Date” as defined in the Waivers is superseded and is hereby defined
for all purposes as January 31, 2007. The terms of the Third Letter Waiver
and
the Fourth Letter Waiver shall remain in full force and effect, as modified
by
this Letter Waiver,
including,
without limitation, paragraphs (and any subparagraphs) three, five and six
of
the Third Letter Waiver.
The
amount of the Monthly Fee, as defined in paragraph seven of the Third Letter
Waiver, shall remain as set forth therein. However, payment of the Monthly
Fee
will be
made on December 1, 2006 and on January 2, 2007.
This
Letter Waiver shall become effective as of December 15, 2006 if, as of that
date, 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.
With
respect to the matters waived hereunder, nothing in this Letter Waiver shall
constitute an admission (1) of liability with respect to such matters, (2)
that
a breach of any representation, warranty, covenant or other provisions of the
Credit Agreement has occurred, or (3) that any Default or Event of Default
has
occurred under the Credit Agreement.
The
Waivers, as modified by each other and this Letter Waiver, shall represent
the
entire agreement with respect to the matters contained herein and, except where
otherwise noted herein or therein, shall supersede any prior agreements whether
written or oral. 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.
Very
truly yours,
BAUSCH
& LOMB INCORPORATED
By
/s/
Xxxxxx Xxxxxx
Title:
Vice President and Treasurer
Agreed
as
of the date first above written:
CITIBANK,
NA.,
as
Agent
and as Lender
By
/s/
Xxxxxx X. Xxxx
Title:
Managing Director
KEYBANK
NATIONAL ASSOCIATION
By
/s/
Xxxxxxxx Xxxx
Title:
Senior Vice President
BARCLAYS
BANK PLC
By
/s/
Xxxxxxxx Xxxx
Title:
Director
BANK
OF
TOKYO-MITSUBISHI UFJ TRUST
COMPANY
(f/k/a Bank of Tokyo-Mitsubishi Trust
Company)
By
/s/
Xxxxxx Xxxxxxx
Title:
Assistant Vice President
JPMORGAN
CHASE BANK, N.A.
By
/s/
Xxxxx Xxxxx
Title:
Vice President
MIZUHO
CORPORATE BANK, LTD.
By
/s/
Xxxxxxx Xxxxxxx
Title:
Deputy General Manager
U.S.
BANK
NATIONAL ASSOCIATION
By
/s/
Xxxx Xxxxxxxx
Title:
Assistant Vice President
ALLIED
IRISH BANKS, P.L.C.
By
/s/
Xxxxxxx X’Xxxxxx
Title:
Senior Vice President
By
/s/
Xxxxxx Xxxxxx
Title:
Vice President
HSBC
BANK
USA, NATIONAL ASSOCIATION
By
/s/
Xxxx X. Xxxxxxx
Title:
First Vice President
THE
NORTHERN TRUST COMPANY
By
/s/
Xxxx Xxxxxxx
Title:
Second Vice President
