EXHIBIT 4.6
[EXECUTION COPY]
AFFIRMATION AND CONSENT
May 15, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as U.S. Agent under the Credit
Agreement referred to below
-and-
Each of the Lenders party
to the Credit Agreement
referred to below.
▇▇▇▇▇▇ HEALTH PRODUCTS INC.
Gentlemen and Ladies:
This Affirmation and Consent is delivered to you pursuant to Section 7.1.5
of the Amended and Restated Credit Agreement, dated as of May 15, 1998 (as
further amended, supplemented, amended and restated or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among ▇▇▇▇▇▇ Health Products Inc., a
Delaware corporation (the "U.S. BORROWER"), Vita Health Products Inc., a
Manitoba corporation (the "CANADIAN BORROWER", and together with the U.S.
Borrower, the "BORROWERS"), the various financial institutions as are or may
become parties thereto which extend a Commitment under the U.S. Facility
(collectively, the "U.S. LENDERS"), the various financial institutions as are or
may become parties hereto which extend a Commitment under the Canadian Facility
(collectively, the "CANADIAN LENDERS", and together with the U.S. Lenders, the
"LENDERS"), The Bank of Nova Scotia ("SCOTIABANK"), as agent for the U.S.
Lenders under the U.S. Facility (in such capacity, the "U.S. AGENT"),
Scotiabank, currently acting through its executive offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
as agent for the Canadian Lenders under the Canadian Facility (in such capacity,
the "CANADIAN AGENT", and together with the U.S. Agent, collectively, the
"AGENTS"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as Documentation Agent, and
Salomon Brothers Holding Company Inc, as Syndication Agent, amending and
restating in its entirety the Credit Agreement, dated as of June 30, 1997 (as
amended or otherwise modified prior to the Effective Date, the "EXISTING CREDIT
AGREEMENT"). Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.
By its signature below, each of the undersigned Obligors hereby
acknowledges, consents and agrees to the amendment and restatement of the
Existing Credit Agreement and the other Loan Documents pursuant to the terms and
provisions set forth in the Credit Agreement.
Each of the undersigned Obligors hereby reaffirms, as of the Effective
Date, (i) the covenants and agreements contained in each Loan Document to which
it is a party, including, in each case, as such covenants and agreements may be
modified by the Credit Agreement and the transactions contemplated thereby, (ii)
its guarantee of payment of the Obligations pursuant to the applicable Guaranty
to which such Obligor is a party and (iii) its pledges and other grants of Liens
and security interests in respect of the Obligations pursuant to the applicable
Loan Documents to which such Obligor is a party.
Each of the undersigned Obligors hereby certifies that, as of the date
hereof (both before and after giving effect to the occurrence of the Effective
Date and the effectiveness of the Credit Agreement), the representations and
warranties made by it contained in the Loan Documents to which it is a party are
true and correct in all material respects with the same effect as if made on the
date hereof, except to the extent any such representation or warranty refers or
pertains solely to a date prior to the date hereof (in which case such
representation and warranty was true and correct in all material respects as of
such earlier date).
Each of the undersigned Obligors further confirms that each Loan Document
to which it is a party is and shall continue to be in full force and effect and
the same are hereby ratified and confirmed in all respects, except that upon the
occurrence of the Effective Date, all references in such Loan Documents to the
"Credit Agreement", "Loan Documents", "thereunder", "thereof", or words of
similar import shall mean the Credit Agreement and the Loan Documents, as the
case may be, in each case after giving effect to the amendments and other
modifications provided for in the Credit Agreement.
Each of the undersigned Obligors hereby acknowledges and agrees that the
acceptance by the Agents, the Documentation Agent, the Syndication Agent, and
each Lender of this document shall not be construed in any manner to establish
any course of dealing on any Agent's, the Documentation Agent's, the Syndication
Agent's or any Lender's part, including the providing of any notice or the
requesting of any acknowledgment not otherwise expressly provided for in any
Loan Document with respect to any future amendment, waiver, supplement or other
modification to any Loan Document or any arrangement contemplated by any Loan
Document.
THIS AFFIRMATION AND CONSENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
-2-
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Affirmation and Consent as of the date first above written.
PLI HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
VH HOLDINGS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
WESTCAN PHARMACEUTICALS LTD.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
ACKNOWLEDGED AND ACCEPTED
as of the date first above written:
THE BANK OF NOVA SCOTIA,
as U.S. Agent and Canadian Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
