Common use of Repurchase by the Company Clause in Contracts

Repurchase by the Company. 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 value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of U.S. $100,000,000 on the Maturity Date, and to 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 duly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day next preceding such Interest Payment Date (each such date a " Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 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 given to holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture, as defined below. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the 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 private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise payment of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the 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 Trustee or its duly authorized agent under the Indenture referred to herein below.

Repurchase by the Company. The Notes REMARKETING: The Notes may be February 1, and August 1 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 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 value received, hereby promises to pay to CEDE & CO., or registered assignsall Available Shares, the principal sum of U.S. $100,000,000 on the Maturity Date, and Company shall promptly deliver written notice thereof to 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 ValueAct Capital or duly made available for payment to but excluding the applicable Interest Payment Date or Maturity DateCenterbridge, as the case may be. The interest payable, and punctually paid ValueAct Capital or duly provided forCenterbridge, on 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 Interest Payment Date will be paid reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant to the Person Repurchase Option, then the Company shall be entitled to exercise the Repurchase Option in whose name this Note is registered at the close manner set forth in Section 4.4 to purchase all of business on the fifteenth calendar day next preceding such Interest Payment Date Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) (each such date a " Record Datethe "Remaining Available Shares"). Any such interest not so punctually paid 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 duly provided for 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 forthwith cease 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 payable 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. . 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 holder on such Record Date Repurchase Option, then the Management Investor and may either his or her Affiliates and Permitted Transferees shall be paid entitled to the Person in whose name this Note is registered at the close of business require ValueAct Capital and Centerbridge to repurchase, on a Special Record Date for pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge may designate an Affiliate to repurchase such Securities). Within 30 days after the payment of such defaulted Interest to be fixed by the Trustee, notice whereof shall be given to holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange date on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase Option (in the Indenture, as defined below. Payment 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 principal Company), the Management Investor or his or her Affiliates and Permitted Transferees may notify the Company, ValueAct Capital and Centerbridge of (and premium, if any) and any its intent to exercise its Put Option with respect to all Securities that such interest on this Security will be made at the office holder owns which consist of Common Stock or agency other capital stock of the Company maintained for that purpose in (the Borough "Holder Notice"). Within 30 days after receipt of Manhattana proper Holder Notice, the City of New YorkCompany shall notify the relevant holder(s), in such coin or currency ValueAct Capital and Centerbridge of the United States relevant Fair Market Value (the "Value Notice"), and of America as at that the time and place for the closing of payment is the transaction. Each Management Investor and/or his or her Affiliates and Permitted Transferees who delivers a legal tender for payment of public and private debts. So long as this instrument is registered in the name of Cede & Co.Holder Notice shall, payments of interest hereon shall be made in immediately available funds; otherwise payment of interest may be made at the option request of the Company by check Company, ValueAct Capital or draft mailed Centerbridge and without further cost and expense to the address Company, ValueAct Capital or Centerbridge, execute and deliver such other instruments of the person entitled thereto at such address as shall appear on the Note register. Additional provisions of this Note are contained on the reverse hereofconveyance and transfer, including any sales or indemnification agreements, and take such provisions shall for 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 purposes have the same effect 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 though fully set forth at this place. This Note shall not to ownership, title, authority to sell and the like from the sellers regarding such sale and to require that all sellers' signatures be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an authorized officer of the Trustee or its duly authorized agent under the Indenture referred to herein belowguaranteed.

Repurchase by the Company. 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 this on 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 value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of U.S. $100,000,000 on the Maturity Date, and to 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 duly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day next preceding such Interest Payment Date (each such date a " Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 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 given to holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture, as defined below. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the 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 private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise payment of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the 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 Trustee or its duly authorized agent under the Indenture referred to herein below.

Repurchase by the Company. The Notes REMARKETING: The Notes may be February 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 Dealer prior to maturity, as described 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, 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. Company Bausch & Lomb Incorporated, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of U.S. $100,000,000 on the Maturity Date, and to 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 duly made available for payment to but excluding the applicable Interest Payment Date or Maturity Date, as the case may be. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the fifteenth calendar day next preceding such Interest Payment Date (each such date a " Record Date"). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 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 given to holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture, as defined below. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the 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 private debts. So long as this instrument is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise payment of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the 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 Trustee or its duly authorized agent under the Indenture referred to herein below.