Common use of Repurchase by the Company Clause in Contracts

Repurchase by the Company. If for any reason ValueAct Capital or its designated Affiliates or Centerbridge or its designated Affiliates does not elect to purchase its pro rata share of all Available Shares, the Company shall promptly deliver written notice thereof to ValueAct Capital or Centerbridge, as the case may be, and ValueAct Capital or Centerbridge, as the case may be, shall be entitled to purchase the other party's pro rata portion of Available Shares in accordance with the terms hereof within 60 days after the Termination Date. If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant to the Repurchase Option, then the Company shall be entitled to exercise the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) (the "Remaining Available Shares"). As soon as practicable after the Company has determined that there shall be Remaining Available Shares, but in any event within 10 days after the delivery of a Repurchase Notice or 10 days after the date which is 90 days after the Termination Date, whichever is earlier, the Company shall notify the Management Investor and his or her Affiliates and Permitted Transferees as to whether the Company will be purchasing the Securities from the Management Investor or his or her Affiliates and Permitted Transferees (the "Company Repurchase Notice"), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor or his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. Repurchase by ValueAct Capital and Centerbridge at the Option of the Holder . If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) or the Company does not elect to repurchase all of the Securities consisting of Common Stock or other shares of capital stock of the Company pursuant to the Repurchase Option, then the Management Investor and his or her Affiliates and Permitted Transferees shall be entitled to require ValueAct Capital and Centerbridge to repurchase, on a pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge may designate an Affiliate to repurchase such Securities). Within 30 days after the date on which the Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase Option (in the event that it elected to repurchase less than all of such Management Investor's (or his or her Affiliates' and Permitted Transferees') Securities consisting of Common Stock or other capital stock of the Company), the Management Investor or his or her Affiliates and Permitted Transferees may notify the Company, ValueAct Capital and Centerbridge of its intent to exercise its Put Option with respect to all Securities that such holder owns which consist of Common Stock or other capital stock of the Company (the "Holder Notice"). Within 30 days after receipt of a proper Holder Notice, the Company shall notify the relevant holder(s), ValueAct Capital and Centerbridge of the relevant Fair Market Value (the "Value Notice"), and of the time and place for the closing of the transaction. Each Management Investor and/or his or her Affiliates and Permitted Transferees who delivers a Holder Notice shall, at the request of the Company, ValueAct Capital or Centerbridge and without further cost and expense to the Company, ValueAct Capital or Centerbridge, execute and deliver such other instruments of conveyance and transfer, including any sales or indemnification agreements, and take such other actions as may reasonably be requested to consummate the Transfer. At the closing, the Management Investor and/or his or her Affiliates and Permitted Transferees will deliver certificates representing all the Securities subject to the Put Option (accompanied by appropriate documentation of authority to transfer). The Management Investor and/or his or her Affiliates and Permitted Transferees will deliver such securities free and clear of all liens, claims or other encumbrances, other than pursuant to this Agreement. ValueAct Capital and Centerbridge will be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.

Repurchase by the Company. If The Notes REMARKETING: The Notes may be February 1, and August 1 of each are subject to repurchase by the purchased by the Remarketing year, commencing February 1, 1999. Company prior to maturity if the Dealer prior to maturity, as Notes are not purchased by the described on the reverse of Remarketing Dealer, as described this Note under "Purchase by the on the reverse of this Note under Remarketing Dealer; Remarketing." under "Mandatory Repurchase by the Company" and "Optional Repurchase by the Company." DEPOSITARY: The Depository Trust Company. Bausch & Lomb Incorporated, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company"), for any reason ValueAct Capital value received, hereby promises to pay to CEDE & CO., or its designated Affiliates or Centerbridge or its designated Affiliates does not elect to purchase its pro rata share of all Available Sharesregistered assigns, the Company shall promptly deliver written notice thereof principal sum of U.S. $100,000,000 on the Maturity Date, and to ValueAct Capital pay interest on said principal sum at the rate per annum (computed on the basis of a 360-day year of twelve 30-day months) shown above, semi-annually on each Interest Payment Date set forth above from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or Centerbridgeduly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and ValueAct Capital punctually paid or Centerbridgeduly provided for, as the case may be, shall on any Interest Payment Date will be entitled to purchase the other party's pro rata portion of Available Shares in accordance with the terms hereof within 60 days after the Termination Date. If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant paid to the Repurchase Option, then Person in whose name this Note is registered at the Company shall be entitled to exercise close of business on the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) fifteenth calendar day next preceding such Interest Payment Date (the "Remaining Available Shareseach such date a " Record Date"). As soon as practicable after Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Company has determined that there holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be Remaining Available Sharesgiven to holders of the Notes not less than 10 days prior to such Special Record Date, but or be paid at any time in any event within 10 days after other lawful manner not inconsistent with the delivery requirements of a Repurchase Notice or 10 days after any securities exchange on which the date which is 90 days after Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Termination DateIndenture, whichever is earlieras defined below. Payment of the principal of (and premium, the Company shall notify the Management Investor if any) and his or her Affiliates and Permitted Transferees as to whether the Company any such interest on this Security will be purchasing the Securities from the Management Investor or his or her Affiliates and Permitted Transferees (the "Company Repurchase Notice"), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor or his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. Repurchase by ValueAct Capital and Centerbridge made at the Option of the Holder . If for any reason ValueAct Capital, Centerbridge office or their designated Affiliate(s) or the Company does not elect to repurchase all of the Securities consisting of Common Stock or other shares of capital stock agency of the Company pursuant to maintained for that purpose in the Repurchase OptionBorough of Manhattan, then the Management Investor City of New York, in such coin or currency of the United States of America as at that time of payment is a legal tender for payment of public and his or her Affiliates and Permitted Transferees private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be entitled to require ValueAct Capital and Centerbridge to repurchase, on a pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge made in immediately available funds; otherwise payment of interest may designate an Affiliate to repurchase such Securities). Within 30 days after be made at the date on which the Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase Option (in the event that it elected to repurchase less than all of such Management Investor's (or his or her Affiliates' and Permitted Transferees') Securities consisting of Common Stock or other capital stock of the Company), the Management Investor or his or her Affiliates and Permitted Transferees may notify the Company, ValueAct Capital and Centerbridge of its intent to exercise its Put Option with respect to all Securities that such holder owns which consist of Common Stock or other capital stock option of the Company (by check or draft mailed to the "Holder Notice"). Within 30 days after receipt of a proper Holder Notice, the Company shall notify the relevant holder(s), ValueAct Capital and Centerbridge address of the relevant Fair Market Value (person entitled thereto at such address as shall appear on the "Value Notice")Note register. Additional provisions of this Note are contained on the reverse hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the time and place for Trustee or its duly authorized agent under the closing of the transaction. Each Management Investor and/or his or her Affiliates and Permitted Transferees who delivers a Holder Notice shall, at the request of the Company, ValueAct Capital or Centerbridge and without further cost and expense Indenture referred to the Company, ValueAct Capital or Centerbridge, execute and deliver such other instruments of conveyance and transfer, including any sales or indemnification agreements, and take such other actions as may reasonably be requested to consummate the Transfer. At the closing, the Management Investor and/or his or her Affiliates and Permitted Transferees will deliver certificates representing all the Securities subject to the Put Option (accompanied by appropriate documentation of authority to transfer). The Management Investor and/or his or her Affiliates and Permitted Transferees will deliver such securities free and clear of all liens, claims or other encumbrances, other than pursuant to this Agreement. ValueAct Capital and Centerbridge will be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the sellers regarding such sale and to require that all sellers' signatures be guaranteedherein below.

Repurchase by the Company. If The Notes REMARKETING: The Notes may be ebruary 1, and August 1 of each are subject to repurchase by the purchased by the Remarketing Dealer year, commencing February 1, 1999. Company prior to maturity if the prior to maturity, as described Notes are not purchased by the on the reverse of this Note under Remarketing Dealer, as "Purchase by the Remarketing Dealer; described on the reverse of this Remarketing." Note under "Mandatory Repurchase by the Company" and "Optional Repurchase by the Company." DEPOSITARY: The Depository Trust Company Bausch & Lomb Incorporated, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company"), for any reason ValueAct Capital value received, hereby promises to pay to CEDE & CO., or its designated Affiliates or Centerbridge or its designated Affiliates does not elect to purchase its pro rata share of all Available Sharesregistered assigns, the Company shall promptly deliver written notice thereof principal sum of U.S. $100,000,000 on the Maturity Date, and to ValueAct Capital pay interest on said principal sum at the rate per annum (computed on the basis of a 360-day year of twelve 30-day months) shown above, semi-annually on each Interest Payment Date set forth above from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or Centerbridgeduly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and ValueAct Capital punctually paid or Centerbridgeduly provided for, as the case may be, shall on any Interest Payment Date will be entitled to purchase the other party's pro rata portion of Available Shares in accordance with the terms hereof within 60 days after the Termination Date. If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant paid to the Repurchase Option, then Person in whose name this Note is registered at the Company shall be entitled to exercise close of business on the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) fifteenth calendar day next preceding such Interest Payment Date (the "Remaining Available Shareseach such date a " Record Date"). As soon as practicable after Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Company has determined that there holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be Remaining Available Sharesgiven to holders of the Notes not less than 10 days prior to such Special Record Date, but or be paid at any time in any event within 10 days after other lawful manner not inconsistent with the delivery requirements of a Repurchase Notice or 10 days after any securities exchange on which the date which is 90 days after Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Termination DateIndenture, whichever is earlieras defined below. Payment of the principal of (and premium, the Company shall notify the Management Investor if any) and his or her Affiliates and Permitted Transferees as to whether the Company any such interest on this Security will be purchasing the Securities from the Management Investor or his or her Affiliates and Permitted Transferees (the "Company Repurchase Notice"), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor or his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. Repurchase by ValueAct Capital and Centerbridge made at the Option of the Holder . If for any reason ValueAct Capital, Centerbridge office or their designated Affiliate(s) or the Company does not elect to repurchase all of the Securities consisting of Common Stock or other shares of capital stock agency of the Company pursuant to maintained for that purpose in the Repurchase OptionBorough of Manhattan, then the Management Investor City of New York, in such coin or currency of the United States of America as at that time of payment is a legal tender for payment of public and his or her Affiliates and Permitted Transferees private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be entitled to require ValueAct Capital and Centerbridge to repurchase, on a pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge made in immediately available funds; otherwise payment of interest may designate an Affiliate to repurchase such Securities). Within 30 days after be made at the date on which the Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase Option (in the event that it elected to repurchase less than all of such Management Investor's (or his or her Affiliates' and Permitted Transferees') Securities consisting of Common Stock or other capital stock of the Company), the Management Investor or his or her Affiliates and Permitted Transferees may notify the Company, ValueAct Capital and Centerbridge of its intent to exercise its Put Option with respect to all Securities that such holder owns which consist of Common Stock or other capital stock option of the Company (by check or draft mailed to the "Holder Notice"). Within 30 days after receipt of a proper Holder Notice, the Company shall notify the relevant holder(s), ValueAct Capital and Centerbridge address of the relevant Fair Market Value (person entitled thereto at such address as shall appear on the "Value Notice")Note register. Additional provisions of this Note are contained on the reverse hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the time and place for Trustee or its duly authorized agent under the closing of the transaction. Each Management Investor and/or his or her Affiliates and Permitted Transferees who delivers a Holder Notice shall, at the request of the Company, ValueAct Capital or Centerbridge and without further cost and expense Indenture referred to the Company, ValueAct Capital or Centerbridge, execute and deliver such other instruments of conveyance and transfer, including any sales or indemnification agreements, and take such other actions as may reasonably be requested to consummate the Transfer. At the closing, the Management Investor and/or his or her Affiliates and Permitted Transferees will deliver certificates representing all the Securities subject to the Put Option (accompanied by appropriate documentation of authority to transfer). The Management Investor and/or his or her Affiliates and Permitted Transferees will deliver such securities free and clear of all liens, claims or other encumbrances, other than pursuant to this Agreement. ValueAct Capital and Centerbridge will be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the sellers regarding such sale and to require that all sellers' signatures be guaranteedherein below.

Repurchase by the Company. If The Notes REMARKETING: The Notes may be February 1, and August 1 of each are subject to repurchase by the purchased by the Remarketing year, commencing February 1, 1999. Company prior to maturity if the Dealer prior to maturity, as Notes are not purchased by the described on the reverse of this Remarketing Dealer, as described on Note under "Purchase by the the reverse of this Note under Remarketing Dealer; Remarketing." "Mandatory Repurchase by the Company" and "Optional Repurchase by the Company." DEPOSITARY: The Depository Trust Company. Bausch & Lomb Incorporated, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company"), for any reason ValueAct Capital value received, hereby promises to pay to CEDE & CO., or its designated Affiliates or Centerbridge or its designated Affiliates does not elect to purchase its pro rata share of all Available Sharesregistered assigns, the Company shall promptly deliver written notice thereof principal sum of U.S. $100,000,000 on the Maturity Date, and to ValueAct Capital pay interest on said principal sum at the rate per annum (computed on the basis of a 360-day year of twelve 30-day months) shown above, semi-annually on each Interest Payment Date set forth above from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or Centerbridgeduly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and ValueAct Capital punctually paid or Centerbridgeduly provided for, as the case may be, shall on any Interest Payment Date will be entitled to purchase the other party's pro rata portion of Available Shares in accordance with the terms hereof within 60 days after the Termination Date. If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant paid to the Repurchase Option, then Person in whose name this Note is registered at the Company shall be entitled to exercise close of business on the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) fifteenth calendar day next preceding such Interest Payment Date (the "Remaining Available Shareseach such date a " Record Date"). As soon as practicable after Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Company has determined that there holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be Remaining Available Sharesgiven to holders of the Notes not less than 10 days prior to such Special Record Date, but or be paid at any time in any event within 10 days after other lawful manner not inconsistent with the delivery requirements of a Repurchase Notice or 10 days after any securities exchange on which the date which is 90 days after Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Termination DateIndenture, whichever is earlieras defined below. Payment of the principal of (and premium, the Company shall notify the Management Investor if any) and his or her Affiliates and Permitted Transferees as to whether the Company any such interest on this Security will be purchasing the Securities from the Management Investor or his or her Affiliates and Permitted Transferees (the "Company Repurchase Notice"), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor or his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. Repurchase by ValueAct Capital and Centerbridge made at the Option of the Holder . If for any reason ValueAct Capital, Centerbridge office or their designated Affiliate(s) or the Company does not elect to repurchase all of the Securities consisting of Common Stock or other shares of capital stock agency of the Company pursuant to maintained for that purpose in the Repurchase OptionBorough of Manhattan, then the Management Investor City of New York, in such coin or currency of the United States of America as at that time of payment is a legal tender for payment of public and his or her Affiliates and Permitted Transferees private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be entitled to require ValueAct Capital and Centerbridge to repurchase, on a pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge made in immediately available funds; otherwise payment of interest may designate an Affiliate to repurchase such Securities). Within 30 days after be made at the date on which the Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase Option (in the event that it elected to repurchase less than all of such Management Investor's (or his or her Affiliates' and Permitted Transferees') Securities consisting of Common Stock or other capital stock of the Company), the Management Investor or his or her Affiliates and Permitted Transferees may notify the Company, ValueAct Capital and Centerbridge of its intent to exercise its Put Option with respect to all Securities that such holder owns which consist of Common Stock or other capital stock option of the Company (by check or draft mailed to the "Holder Notice"). Within 30 days after receipt of a proper Holder Notice, the Company shall notify the relevant holder(s), ValueAct Capital and Centerbridge address of the relevant Fair Market Value (person entitled thereto at such address as shall appear on the "Value Notice")Note register. Additional provisions of this Note are contained on the reverse hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the time and place for Trustee or its duly authorized agent under the closing of the transaction. Each Management Investor and/or his or her Affiliates and Permitted Transferees who delivers a Holder Notice shall, at the request of the Company, ValueAct Capital or Centerbridge and without further cost and expense Indenture referred to the Company, ValueAct Capital or Centerbridge, execute and deliver such other instruments of conveyance and transfer, including any sales or indemnification agreements, and take such other actions as may reasonably be requested to consummate the Transfer. At the closing, the Management Investor and/or his or her Affiliates and Permitted Transferees will deliver certificates representing all the Securities subject to the Put Option (accompanied by appropriate documentation of authority to transfer). The Management Investor and/or his or her Affiliates and Permitted Transferees will deliver such securities free and clear of all liens, claims or other encumbrances, other than pursuant to this Agreement. ValueAct Capital and Centerbridge will be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the sellers regarding such sale and to require that all sellers' signatures be guaranteedherein below.