EX-99.1 2 a07-15433_1ex99d1.htm EX-99.1

Exhibit 99.1

LETTER WAIVER

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 Susan Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.

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/ Efrain Rivera

 

 

 

Efrain Rivera

 

 

Senior Vice President and Chief Financial Officer


 

Agreed as of the date first above written:

 

 

 

CITIBANK, NA.,

 

as Agent and as Lender

 

 

 

By

/s/ Shannon A. Sweeney

 

 

Name:

Shannon A. Sweeney

 

Title:

Vice President

 

 

 

KEYBANK NATIONAL ASSOCIATION

 

 

 

By

/s/ Marianne T. Meil

 

 

Name:

Marianne T. Meil

 

Title:

Senior Vice President

 

 

 

BARCLAYS BANK PLC

 

 

 

By

/s/ Esther Carr

 

 

Name:

Esther Carr

 

Title:

Manager

 

 

 

BANK OF TOKYO-MITSUBISHI UFJ TRUST

 

COMPANY (f/k/a Bank of Tokyo-Mitsubishi Trust

 

Company)

 

 

 

By

/s/ H. Kambara

 

 

Name:

H. Kambara

 

Title:

Vice President

 

 

 

JPMORGAN CHASE BANK, N.A.

 

 

 

By

/s/ Bruce Yoder

 

 

Name:

Bruce Yoder

 

Title:

Vice President

 

 

 

MIZUHO CORPORATE BANK, LTD.

 

 

 

By

/s/ Raymond Ventura

 

 

Name:

Raymond Ventura

 

Title:

Deputy General Manager

 

 

 

U.S. BANK NATIONAL ASSOCIATION

 

 

 

By

/s/ Eric Cosgrove

 

 

Name:

Eric Cosgrove

 

Title:

Assistant Vice President

 

 

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ALLIED IRISH BANKS, P.L.C.

 

 

 

By

/s/ Germaine Reusch

 

 

Name:

Germaine Reusch

 

Title:

Director

 

 

 

By

/s/ Anthony O’Reilly

 

 

Name:

Anthony O’Reilly

 

Title:

Senior Vice President

 

 

 

HSBC BANK USA, NATIONAL ASSOCIATION

 

 

 

By

/s/

 

 

Name:

 

Title:

 

 

 

THE NORTHERN TRUST COMPANY

 

 

 

By

/s/ Alex Nikolov

 

 

Name:

Alex Nikolov

 

Title:

Second Vice President

 

 

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