Exhibit 99.2
Executive Version
AMENDMENT TO MASTER SEPARATION AGREEMENT
This AMENDMENT NO. 1 TO MASTER SEPARATION AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, on March 30, 2022, Parent and SpinCo entered into that certain Master Separation Agreement (the “MSA”); and
WHEREAS, pursuant to Section 11.14 of the MSA, the Parties desire to amend the MSA as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Section 1. Amendments to the MSA. The Parties hereby agree to amend the MSA as follows:
| | a. | The Recitals and Article I of the MSA are hereby amended by deleting each reference to “the Contribution” contained therein. |
| | b. | Article I of the MSA is hereby amended by adding the following definition in the appropriate alphabetical location: |
“U.S. Tax Ruling” shall mean a private letter ruling from the U.S. Internal Revenue Service with respect to the U.S. federal income tax consequences of certain aspects of the Distribution and related transactions.”
| | c. | Section 4.3(a)(ii) of the MSA is hereby amended and restated in its entirety as follows: |
“Parent shall have received (x) the U.S. Tax Opinion on terms consistent with the Arrangement Agreement, and such U.S. Tax Opinion shall not have been withdrawn or rescinded, and (y) at its sole election, a U.S. Tax Ruling on terms consistent with the Arrangement Agreement, and such U.S. Tax Ruling shall not have been withdrawn or rescinded.”
Section 2. Effectiveness of Amendment. Upon the execution and delivery of this Amendment, the MSA will thereupon be deemed to be amended as hereinabove set forth effective as of the execution and delivery of this Amendment, and this Amendment and the MSA will henceforth respectively be read, taken and construed as one and the same instrument.
