ARTICLE I THE MERGER SECTION 1.01. The Merger; Effects of the Merger..............................2 SECTION 1.02. Consummation of the Merger.....................................2 SECTION 1.03. Certificate of Incorporation and...Agreement and Plan of Merger • May 16th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
ARTICLE ONESupplemental Indenture • July 29th, 1998 • Bausch & Lomb Inc • Ophthalmic goods • New York
EXHIBIT 1.1 BAUSCH & LOMB INCORPORATED 5.90% Senior Notes Due August 1, 2008 Underwriting AgreementBausch & Lomb Inc • August 6th, 2003 • Ophthalmic goods • New York
EXHIBIT 1.2 BAUSCH & LOMB INCORPORATED $140,000,000 Floating Rate Convertible Senior Notes Due 2023* Purchase AgreementBausch & Lomb Inc • August 6th, 2003 • Ophthalmic goods • New York
REMARKETING AGREEMENT, dated as of July __, 1998 (this "AGREEMENT"), between BAUSCH & LOMB INCORPORATED, a New York corporation (the "COMPANY"), and [MORGAN STANLEY & CO. INCORPORATED] [[UNION BANK OF SWITZERLAND AG, LONDON BRANCH]] [[[J.P. MORGAN...Remarketing Agreement • July 29th, 1998 • Bausch & Lomb Inc • Ophthalmic goods • New York
THREE YEAR CREDIT AGREEMENT Dated as January 19, 2001 Among BAUSCH & LOMB INCORPORATED as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and SALOMON SMITH BARNEY INC. as Arranger and FLEET...Credit Agreement • March 28th, 2001 • Bausch & Lomb Inc • Ophthalmic goods • New York
BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, SALOMON SMITH BARNEY INC., as arranger, FLEET NATIONAL BANK, as documentation agent, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
EXHIBIT 4.3 BAUSCH & LOMB INCORPORATED FLOATING RATE CONVERTIBLE SENIOR NOTES DUE 2023 REGISTRATION RIGHTS AGREEMENTBausch & Lomb Inc • August 6th, 2003 • Ophthalmic goods • New York
EXHIBIT 2(a) PURCHASE AGREEMENT between BAUSCH & LOMB INCORPORATED and LUXOTTICA GROUP S.p.A. April 28, 1999 TABLE OF CONTENTSPurchase Agreement • July 12th, 1999 • Bausch & Lomb Inc • Ophthalmic goods • New York
EXHIBIT 4.1 SUPPLEMENTAL INDENTURE No. 4, dated August 1, 2003 (this "Supplemental Indenture"), between BAUSCH & LOMB INCORPORATED, a corporation duly organized and existing under the laws of the State of New York (herein referred to as the "Company",...Supplemental Indenture • August 6th, 2003 • Bausch & Lomb Inc • Ophthalmic goods • New York
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO (With Additional Change of Control Provisions)Restricted Stock Award Agreement • April 25th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
RESTRICTED STOCK AWARD AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation (referred to hereinafter as the "Company"), dated as of the date which appears on the “Date of Award and Agreement” in the Award Summary attached hereto (the “Award Summary”) in favor of the individual who appears on the Award Summary (the "Recipient").
FIVE YEAR CREDIT AGREEMENT Dated as of July 26, 2005Year Credit Agreement • July 28th, 2005 • Bausch & Lomb Inc • Ophthalmic goods • New York
BAUSCH & LOMB INCORPORATED, a New York corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and issuers of letters of credit ("Initial Issuing Banks") listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and KEYBANK CAPITAL MARKETS, as joint lead arrangers and joint bookrunning managers, KEY BANK NATIONAL ASSOCIATION, as syndication agent, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
SUPPLEMENTAL INDENTURE NO. 8Supplemental Indenture • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
This Supplemental Indenture No. 8 (“Supplemental Indenture”), effective as of November 8, 2006, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004, and Supplemental Indenture No. 7, dated as of June 5, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:
SUPPLEMENTAL INDENTURE NO. 9Bausch & Lomb Inc • April 25th, 2007 • Ophthalmic goods • New York
This Amended and Restated Supplemental Indenture No. 9 (“Supplemental Indenture”), effective as of February 7, 2007, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004, Supplemental Indenture No. 7, dated as of June 5, 2006, and Amended and Restated Supplemental Indenture No. 8, dated as of November 8, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:
SUPPLEMENTAL INDENTURE No. 2, dated July 29, 1998, between BAUSCH & LOMB INCORPORATED, a duly organized corporation and existing under laws of the State of New York (herein referred to as the "Company") having its principal office at One Lincoln First...Supplemental Indenture • July 29th, 1998 • Bausch & Lomb Inc • Ophthalmic goods • New York
SUPPLEMENTAL INDENTURE No. 2, dated July 29, 1998, between BAUSCH & LOMB INCORPORATED, a duly organized corporation and existing under laws of the State of New York (herein referred to as the "Company") having its principal office at One Lincoln First Square, Rochester, New York 14601-0054 and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee"),
AMENDMENT NO. 1 TO FIVE YEAR CREDIT AGREEMENT DATED JULY 26, 2005Credit Agreement • April 13th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
This Amendment No. 1 (the “Amendment”) to the Five Year Credit Agreement, dated as of July 26, 2005 (as amended or otherwise modified prior to the date hereof, the “Credit Agreement”), among Bausch & Lomb Incorporated, a New York corporation (the “Borrower”), the Lenders parties thereto, Citigroup Global Markets Inc. and KeyBank Capital Markets, as joint lead arrangers and joint bookrunning managers, Key Bank National Association, as syndication agent, and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto, and the obligations and liabilities assumed in this -2-Bausch & Lomb Inc • April 11th, 2000 • Ophthalmic goods • New York
In connection with discussions between Wesley Jessen VisionCare, Inc. ("WJ") and Bausch & Lomb, Inc. ("B&L") regarding the possibility of entering into a business transaction with each other, each of us may need to review certain of the other party's non-public information. As a condition for the disclosure of such information to each other, WJ and B&L each agree, as set forth below, to treat confidentially all such information, all materials containing such information which the disclosing party or its directors, officers, employees or other representatives (hereinafter referred to collectively as a party's "Representatives") furnish or cause to be furnished, and all materials prepared by the disclosing party or its Representatives using, incorporating or relating to such information (collectively, such information and materials are referred to hereinafter as that party's "Information and Evaluation Materials") and to comply with the other terms set forth below.
WAIVER LETTERWaiver Letter • May 29th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
US$375,000,000 credit agreement dated 29 November 2005 (as amended) between (among others) the Company, the Guarantor and Citibank International plc as facility agent (the “Agreement”)
BAUSCH & LOMB INCORPORATED EMPLOYMENT AGREEMENTLomb Incorporated • April 25th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
AGREEMENT (this “Agreement”) by and between Bausch & Lomb Incorporated, a New York corporation (the “Company”), and Ronald L. Zarrella (the “Executive”) dated as of the 1st day of January, 2007.
LETTER WAIVERLetter Waiver • May 29th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
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.
as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of October 24, 2007Eleventh Supplemental Indenture • October 26th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 24, 2007, between Bausch & Lomb Incorporated, a New York corporation (the “Company”) and Citibank, N.A., a national banking association, as trustee (the “Trustee”). Terms not defined herein shall have the meanings assigned to them in the Indenture and the Supplemental Indenture (each, as defined below).
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO ALL...Bausch & Lomb Inc • October 13th, 1999 • Ophthalmic goods • New York
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
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 (referred to herein as the “First Letter Waiver”) and February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement, the First Letter Waiver and the Second Letter Waiver.
LETTER WAIVERLetter Waiver • April 13th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • Rivera
US$375,000,000 credit agreement dated 29 November 2005 (as amended) between (among others) the Company, the Guarantor and Citibank International plc as facility agent, as previously amended (the “Agreement”)
SUPPLEMENTAL INDENTURE NO. 10Supplemental Indenture • October 5th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
This Supplemental Indenture No. 10 (“Supplemental Indenture”), dated as of October 4, 2007, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated as of August 4, 2003, Supplemental Indenture No. 6, dated as of December 20, 2004, Supplemental Indenture No. 7, dated June 6, 2006, Amended and Restated Supplemental Indenture No. 8, effective as of November 8, 2006, and Amended and Restated Supplemental Indenture No. 9, effective as of February 7, 2007 (as so amended, the “Indenture”), with respect to the following series of Securities issued under the Indenture:
February 14, 2007 John Loughlin Orchid Beach Club #802A Sarasota, FL 34236 Dear John:Bausch & Lomb Inc • April 25th, 2007 • Ophthalmic goods • New York
This letter summarizes the terms and conditions of your retirement from Bausch & Lomb Incorporated (“Bausch & Lomb” or “the Company”) and when counter-signed by you, constitutes the agreement between you and the Company regarding your retirement (“Agreement”).
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
CONFORMED COPY AGREEMENTAgreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
Arranged by CITIGROUP GLOBAL MARKETS LIMITED J. P. MORGAN PLC and KEYBANC CAPITAL MARKETS with CITIBANK INTERNATIONAL PLC as Facility Agent CREDIT FACILITY US$375,000,000 for BAUSCH & LOMB B.V.
BAUSCH & LOMB INCORPORATED ________________________________ Sixth Supplemental Indenture Dated as of December 20, 2004 ________________________________ Citibank, N.A., TrusteeLomb Incorporated • March 9th, 2005 • Bausch & Lomb Inc • Ophthalmic goods • New York
THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the 20th day of December 2004, by and between BAUSCH & LOMB INCORPORATED, a corporation duly organized and existing under the laws of the State of New York (herein referred to as the "Company", which term includes any successor Person under the Indenture hereinafter referred to) having its principal office at One Bausch & Lomb Place, Rochester, New York 14604 and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee", which term includes any successor trustee under the Indenture).
Exhibit 4.7 SUPPLEMENTAL INDENTURE No. 3, dated November 21, 2002 (this "Supplemental Indenture"), between BAUSCH & LOMB INCORPORATED, a corporation duly organized and existing under the laws of the State of New York (herein referred to as the...Supplemental Indenture • November 19th, 2002 • Bausch & Lomb Inc • Ophthalmic goods • New York
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
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 (the “First Letter Waiver”), February 17, 2006 (the “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”), August 23, 2006 (the “Fourth Letter Waiver”) and December 8, 2006 (effective December 15, 2006 and referred to herein as the “Fifth Letter Waiver” and collectively, with the First Letter Waiver, the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement and the Waivers.
LONG TERM PERFORMANCE UNIT AGREEMENT PURSUANT TOLong Term Performance Unit Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
LONG TERM PERFORMANCE UNIT AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation (referred to hereinafter as the "Company"), dated as of February 24, 2004 in favor of the individual employee of the Company or one of its subsidiaries (referred to hereinafter as the "Recipient") whose name appears in the Schedule of Awards included as Attachment I hereto (the “Schedule of Awards”).
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
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 (referred to herein as the “First Letter Waiver”), February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”) and May 15, 2006 (the “Third Letter Waiver” and collectively, with the First Letter Waiver and the Second Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement, the Waivers.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
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 (referred to herein as the “First Letter Waiver”), February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”) and August 23, 2006 (the “Fourth Letter Waiver” and collectively, with the First Letter Waiver, the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement and the Waivers.
EXHIBIT 4.2 BAUSCH & LOMB INCORPORATED Fifth Supplemental Indenture Dated as of August 4, 2003 Citibank, N.A., Trustee Floating Rate Convertible Senior Notes due 2023Lomb Incorporated • August 6th, 2003 • Bausch & Lomb Inc • Ophthalmic goods • New York
