SUPPLEMENTAL INDENTURE NO. 1
This SUPPLEMENTAL INDENTURE, dated as of May 13, 1998, is made by and
between Bausch & Lomb Incorporated, a corporation duly organized and existing
under the laws of the State of New York (the "Company"), and Citibank, N.A., a
national banking association duly organized and existing under the laws of the
United States of America, as trustee (the "Trustee").
WHEREAS, the Company and the Trustee are parties to an indenture dated
as of September 1, 1991 (the "Indenture"), pursuant to which the Company may
issue from time to time its notes or other evidences of indebtedness (the
"Securities"), in one or more series as the Indenture provided.
WHEREAS, Section 901(5) of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee without the consent
of the holders to add to, change or eliminate any of the provisions of the
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding (the "Supplemental
Indenture").
NOW, THEREFORE, each party agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the
Securities.
ARTICLE ONE
Section 101. Section 501(5) of the Indenture is hereby amended to
change the cross-default provision to raise the default threshold from $10
million to $20 million, and to increase the cure period from 10 days to 30 days.
Section 102. Section 1008 of the Indenture is hereby amended to change
the concept of "Consolidated Net Tangible Assets" to "Consolidated Net Worth" as
follows: The concept of "Consolidated Net Tangible Assets" shall be changed to
"Consolidated Net Worth", which latter term shall be defined as the total
consolidated shareholders' equity, less the consolidated translation adjustment
portion of equity, as set forth in the most recent available consolidated
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balance sheet of the company, prepared in accordance with GAAP. Further, the
triggering threshold contained in this Section 1008 with respect to Consolidated
Net Worth shall be raised from 10% to 15%.
Section 103. The Supplemental Indenture shall not (A) apply to any
Security of any series created prior to the execution of the Supplemental
Indenture nor shall it (B) modify the rights of the Holder of any such Security
with respect to Sections 501(5) or 1008 of the Indenture. Without limiting the
generality of the foregoing, the Supplemental Indenture shall not apply to any
of the following Securities of the Company:
5.95% Medium Term Notes due September 8, 2003
6.56% Medium Term Notes due August 12, 2026 or 2001
6.75% Notes due December 15, 2004
MISCELLANEOUS
All capitalized terms not otherwise defined herein shall have the same
meaning as defined in the Indenture.
Except as expressly supplemented hereby, the Indenture is in all
respects ratified and confirmed and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
This Supplemental Indenture shall be effective upon the signing by all
parties named hereto.
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as
of the date first above written.
(Seal)
BAUSCH & LOMB INCORPORATED
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Vice President &
Treasurer
Attest.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Secretary
CITIBANK, N.A.
By: /s/ X. Xxxxx
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X. Xxxxx
Attest. Senior Trust Officer
/s/_______
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STATE OF NEW YORK
COUNTY OF MONROE
On the 21 st day of May, 1998, before me personally came Xxxx X. Xxxxxxx, to me
known, who, being by me duly sworn, did depose and sav that he is Vice President
and Treasurer of Bausch & Lomb Incorporated, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
Notary Public
XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
Xx the 26 th day of May personally came X. Xxxxx to me known, who, being by me
duly sworn, did depose and say that he/she is Senior Trust Officer of Citibank,
N.A., one of the corporations described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like authority.
Notary Public
