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 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 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"),
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered into an Indenture
dated September 1, 1991, as amended by Supplemental Indenture No. 1 dated May
13, 1998 (the "Indenture") providing for the issuance of debt securities;
WHEREAS, on the date hereof, the Company will issue under the Indenture
its 7.125% Debentures Due August 1, 2028 in an aggregate principal amount of Two
Hundred Million Dollars ($200,000,000);
WHEREAS, for its lawful corporate purposes, the Company desires to
create and authorize the Putable/Callable Notes (hereinafter referred to as the
"Notes") in an aggregate principal amount of Three Hundred Million Dollars
($300,000,000) and to provide the terms and conditions upon which the Notes are
to be executed, registered, authenticated, issued and delivered, the Company has
duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the Notes and the certificates of authentication to be borne
by the Notes are to be substantially in the form of the Form of Note, attached
as Exhibits A, B and C hereto;
AND WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by or on behalf of the
Trustee as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Notes are
executed, registered, authenticated, issued and delivered, and in consideration
of the premises, of the purchase and acceptance of such Notes by the holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
execution of these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time of such Notes, as follows:
CREATION AND AUTHORIZATION OF NOTES
There is hereby created and authorized the Notes entitled the
"Putable/Callable Notes," which limited to $300,000,000 aggregate principal
amount (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
3.04, 3.05 or 3.06).
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 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.
The Indenture and each Note shall be governed by and construed in
accordance with the laws of the State of New York, except as otherwise required
by mandatory provisions of law.
-2-
IN WITNESS WHEREOF, Bausch & Lomb Incorporated has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, and Trustee has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
fixed hereunto and the same to be attested, all as of the day and year first
written above.
BAUSCH & LOMB INCORPORATED
By:____________________________
Name:
Title:
[CORPORATE SEAL]
ATTEST:
By:____________________________
Name:
Title:
CITIBANK, N.A., AS TRUSTEE
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
[CORPORATE SEAL]
ATTEST:
------------------------------
-3-
[FACE OF NOTE] EXHIBIT A
CUSIP NO.: PRINCIPAL AMOUNT: $100,000,000
REGISTERED NO.
BAUSCH & LOMB INCORPORATED
6.150% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2011
/X/ Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
INTEREST RATE PER ANNUM: From and MATURITY DATE: August 1, 2011, ISSUE PRICE: 99.891% (as a
including August 1, 1998 to but subject to mandatory repayment of percentage of principal amount)
excluding August 1, 2001, 6.150%. principal to the existing Holder
From and including August 1, 2001, hereof pursuant to the purchase and
as described under "Interest Rate repurchase rights described on the
and Interest Payment Dates" on the reverse of this Note
reverse of this Note.
INTEREST PAYMENT DATES: 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 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 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.
A-4
IN WITNESS WHEREOF, BAUSCH & LOMB INCORPORATED has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated:
BAUSCH & LOMB INCORPORATED
By:_________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities
designated therein referred
to in the within-mentioned
Indenture.
CITIBANK, N.A.
as Trustee
By: _________________________
Authorized Officer
A-5
(REVERSE OF NOTE)
BAUSCH & LOMB INCORPORATED
6.150% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2011
This Note is one of a duly authorized issue of Securities of the
Company, all issued or to be issued under and pursuant to an indenture dated as
of September 1, 1991,as amended (the "Indenture"), duly executed and delivered
by the Company to Citibank, N.A. , as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Notes. This Note is one of the
Securities created by the Supplemental Indenture No. 2, dated July 29. 1998, to
the Indenture and designated as the, 6.150% Putable Callable Notes Due August 1,
2011, which Securities are limited in aggregate principal amount to $100,000,000
(the "Notes").
INTEREST RATE AND INTEREST PAYMENT DATES
The Notes will bear interest at the rate of 6.150% from and including
August 1, 1998 to but excluding August 1, 2001 (the "Coupon Reset Date").
Interest on the Notes will be payable semi-annually on February 1 and August 1
of each year, commencing February 1, 1999 (each , an "Interest Payment Date").
Interest will be calculated based on a 360-day year consisting of twelve 30-day
months. "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the Notes as
described below, the Remarketing Dealer will reset the interest rate for the
Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process
described below. In such circumstance, (i) this Note will be purchased by the
Remarketing Dealer at purchase price equal to 100% of the principal amount
hereof on the Coupon Reset Date, on the terms and subject to the conditions
described herein (interest accrued to but excluding the Coupon Reset Date will
be paid by the Company on
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such date to the Holder hereof on the most recent Record Date), and (ii) from
and including the Coupon Reset Date, the Notes will bear interest at the rate
determined by the Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
MATURITY DATE
The Notes will mature on August 1, 2011 (the "Maturity Date"). On the
Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof
will be entitled to receive 100% of the principal amount hereof (interest
accrued to but excluding the Coupon Reset Date will be paid by the Company on
such date to the holders of the Notes on the most recent Record Date) from
either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this
Note, or (ii) the Company, pursuant to the mandatory repurchase of this Note by
the Company.
If the applicable Remarketing Dealer purchases, or the Company
repurchases, the Notes on the Coupon Reset Date, the Remarketing Dealer or the
Company, as the case may be, will deposit an amount equal to 100% of the
principal amount of the Notes with the Trustee not later than 2.00 p.m, on the
Business Day prior to the Coupon Reset Date and the Notes shall be transferred
through a book entry on the books of DTC to the Remarketing Dealer, or the
Company, upon receipt of notice from the Trustee that such funds, together with
accrued interest on the Notes to the Coupon Reset Date, have been received by
the Trustee. The Trustee will distribute to the holders of record of the
purchased/repurchased Notes such principal amount and accrued interest.
If the Remarketing Dealer does not purchase the Notes on the Coupon
Reset Date for the Notes for any reason, the Trustee shall exercise the right of
the holders of the Notes under the Indenture to require the Company to
repurchase the Notes in their entirety at 100% of the principal amount thereof
plus accrued interest on the Coupon Reset Date. By its purchase of the Note the
Holder hereof irrevocably agrees that the Trustee shall exercise this "put"
right on behalf of the holders of the
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Notes. If the Trustee exercises this "put" right on behalf of the holders of the
Notes, the Company is required under the Indenture to deliver to the Trustee in
immediately available funds on the Coupon Reset Date an amount equal to 100% of
the principal amount of the Notes plus accrued interest thereon to the Coupon
Reset Date.
PURCHASE BY THE REMARKETING DEALER; REMARKETING
If the Remarketing Dealer gives notice in writing (the "Remarketing
Notification") to the Company and the Trustee on a Business Day (the
"Notification Date") not later than fifteen calendar days prior to the Coupon
Reset Date of its intention to purchase the Notes for remarketing, the Notes
will be purchased by the Remarketing Dealer at purchase price equal to 100% of
the principal amount hereof on the Coupon Reset Date, except in the
circumstances described below. The obligation of the Remarketing Dealer to
purchase the Notes is subject to several conditions set forth in the Remarketing
Agreement relating to the Notes. Interest accrued to but excluding the Coupon
Reset Date will be paid by the Company on such date to the Holder hereof on the
most recent Record Date. From and after the Coupon Reset Date, the Notes will
bear interest at the Coupon Reset Rate. After purchase of the Notes by the
Remarketing Dealer for remarketing, such Remarketing Dealer may remarket the
Notes for its account at varying prices to be determined by such Remarketing
Dealer at this time of each sale. The Remarketing Dealer's notice to the Trustee
must contain the requisite delivery details, including the identity of the
Remarketing Dealer's Depositary account. The Remarketing Dealer may revoke its
notice, and terminate its obligation, to remarket the Notes at any time prior to
4:00 p.m., New York City time, on the third Business Day prior to the Coupon
Reset Date. Such revocation will terminate the Coupon Reset Process. The
Remarketing Dealer's obligation to purchase the Notes will be terminated and the
Coupon Reset Process will terminate upon the occurrence of certain Termination
Events, as defined herein, and may, at the option of the Remarketing Dealer, be
terminated upon the occurrence of other Termination Events. See "Termination
Events".
A-8
The transactions described above will be executed on the Coupon Reset
Date through the Depositary in accordance with the procedures of the Depositary,
and the accounts of participants will be debited and credited and the Notes
delivered by book-entry as necessary to effect the purchases and sales thereof.
For further information with respect to transfers and settlement through the
Depositary, see "Description of the Notes--Book-Entry System" in the Prospectus
Supplement.
NOTICE TO HOLDERS BY TRUSTEE
In anticipation of the purchase of the Notes by the Remarketing Dealer
or the repurchase of the Notes by the Company on the Coupon Reset Date, the
Trustee will notify the holders of the Notes, not less than 30 days nor more
than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered
on the Coupon Reset Date through the facilities of the Depositary against
payment of a purchase price equal to 100% of the principal amount hereof by the
Remarketing Dealer or the Company and accrued interest thereon to the Coupon
Reset Date which will be paid by the Company.
COUPON RESET PROCESS IF NOTES ARE REMARKETED
If the Remarketing Dealer elects to remarket the Notes, then the
following steps (the "Coupon Reset Process") will be taken in order to determine
the Coupon Reset Rate. The Company and the Remarketing Dealer will use
reasonable efforts to cause the actions contemplated below to be completed in as
timely a manner as possible.
(a) No later than five Business Days prior to the Coupon Reset Date,
the Company will provide the Remarketing Dealer with a list (the "Dealer List"),
containing the names and addresses of not less than three but not more than five
dealers, one of whom shall be the Remarketing Dealer, from whom the Company
desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and
such other material as may reasonably be requested by the Remarketing Dealer to
facilitate a successful Coupon Reset Process.
A-9
(b) Within one Business Day following receipt by the Remarketing Dealer
of the Dealer List, the Remarketing Dealer will provide to each dealer
("Dealer") on the Dealer List a copy the Prospectus Supplement dated July 24,
1998 (the "Prospectus Supplement") and the accompanying Prospectus dated
February 13, 1998 relating to the offering of the Notes, a copy of the form of
Notes and a written request that each Dealer submit a Bid to the Remarketing
Dealer no later than 3:00 p.m., New York City time, on the third Business Day
prior to the Coupon Reset Date (the "Bid Date"). The time on the Bid date upon
which Bids will be requested may be changed by the Remarketing Dealer. "Bid"
means an irrevocable written offer given by a Dealer for the purchase of all of
the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer
as stated yield to maturity quoted to the nearest one hundred-thousandth
(0.00001) of one percent per annum on the Notes ("Yield to Maturity"). Each
Dealer shall also be provided with (i) the name of the Company, (ii) an estimate
of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount
and be calculated by the Remarketing Dealer in accordance with paragraph (c)
below), (iii) the principal amount and maturity of the Notes and (iv) the method
by which interest will be calculated on the Notes.
(c) The purchase price for the Notes in connection with the Coupon
Reset Process (the "Remarketing Purchase Price") shall be equal to the principal
amount of the Notes, plus a premium (the "Notes Premium") which shall be equal
to the excess, if any, on the Coupon Reset Date of the discounted present value
to the Coupon Reset Date of a bond with a maturity of August 1, 2011 which has
an interest rate of 5.445%, semiannual interest payments on each February 1 and
August 1, commencing February 1, 2002, and a principal amount equal to the
principal amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over such principal amount of Notes. The "Treasury Rate" means the
per annum rate equal to the offer side yield to maturity of the current
on-the-run ten-year United States Treasury Security per Telerate page 500, or
any successor page, no later than 3:00 p.m., New York City time, on the Bid Date
(or such other time or date that may be agreed upon by the Company and the
Remarketing Dealer)
A-10
or, if such rate does not appear on Telerate page 500, or any successor page, at
such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York City
time, on the Bid Date (or such other time or date that may be agreed upon by the
Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to the Company
as soon as practicable on the Bid Date, setting forth the names of each of the
Dealers from whom the Remarketing Dealer received Bids on the Bid Date, the Bid
submitted by each such Dealer and the Remarketing Purchase Price as determined
pursuant to paragraph (c) above. Except as provided below, the Remarketing
Dealer will thereafter select from the Bids received the Bid with the lowest
Yield to Maturity (the "Selected Bid"); provided, however, that if the
Remarketing Dealer has not received a timely Bid from a Dealer on or before the
Bid Date, the Selected Bid shall be the lowest of all Bids received by such time
and provided, further that if any two or more of the lowest Bids submitted are
equivalent the Company shall in its sole discretion select any of such
equivalent Bids (and such selected bid shall be the Selected Bid). In all cases,
Xxxxxx Xxxxxxx & Co. Incorporated, in its capacity as a Remarketing Dealer,
shall have the right to match the Bid with the lowest Yield to Maturity in which
case Xxxxxx Xxxxxxx & Co. Incorporated Bid shall be the Selected bid. The
Remarketing Dealer will set the Coupon Reset Rate equal to the interest rate
that will amortize the Notes Premium fully over the term of the Notes at the
Yield to Maturity indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for the Notes,
the Remarketing Dealer will provide written notice to the Company and the
Trustee, setting forth the Coupon Reset Rate. The Company shall thereafter
establish a Coupon Reset Rate as the new interest rate on the Notes effective
from and including the Coupon Reset Date by delivery to the Trustee on or before
the Coupon Reset Date of an Officer's Certificate.
THE REMARKETING DEALER
On or prior to the date of original issuance of the Notes, the Company
and Xxxxxx Xxxxxxx & Co. Incorporated (the "Remarketing Dealer") will enter into
a Remarketing Agreement
A-11
(a "Remarketing Agreement"). No holder or beneficial owner of any Notes shall
have any rights or claims under the Remarketing Agreement or against the Company
or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing
the Notes.
The Remarketing Dealer, in its individual or any other capacity, may
buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may
exercise any vote or join in any action which any holder or beneficial owner of
the Notes may be entitled to exercise or take with like effect as if such
Remarketing Dealer did not act in any capacity under its respective Remarketing
Agreement. The Remarketing Dealer in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity under its respective Remarketing Agreement.
TERMINATION EVENTS
The Remarketing Dealer's obligations to purchase the Note may be
terminated and the Coupon Reset Process may be terminated, if any of the
following (each a "Termination Event") occurs: (i) an Event of Default occurs
under Section 501, subsections (3) or (4) of the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) a default, event of
default or similar condition or event (however described) in respect of the
Company or any of its subsidiaries (individually or collectively)has occurred
under one or more agreements or instruments relating to indebtedness of the
Company or any of its subsidiaries in an aggregate amount of not less than
$20,000,000, which has resulted in such indebtedness becoming due and payable
under such agreements or instruments before it would otherwise have been due and
payable (in which case, termination is at the Remarketing Dealer's option);
(iii) the Company or any of its subsidiaries (individually or collectively) has
defaulted in making one or more payments on the due date thereof in an aggregate
principal amount of not less than $20,000,000 under such agreements or
instruments (after giving effect to any applicable notice requirement or grace
period) (in which case, termination is at the Remarketing Dealer's option); (iv)
an Event of Default has occurred and is continuing under Section 501subsection
(6) or (7) of the Indenture (in
A-12
which case, termination is automatic); (v) the Notes shall have been assigned a
rating below Investment Grade by any of the Rating Agencies, both as defined
below; (vi) on the Bid Date, fewer than two Dealers submit timely Bids
substantially as provided below (in which case, termination is automatic); (vii)
the Company exercises its right to repurchase the Notes as described under
"--Optional Repurchase by the Company" below (in which case, termination is
automatic); (viii) a Defeasance (as defined in the Indenture) or a Covenant
Defeasance (as defined in the Indenture) has occurred pursuant to Section 1302
or Section 1303, respectively, of the Indenture(in which case, termination is
automatic); (ix) the Remarketing Dealer fails to pay the Purchase/Repurchase
Price by 2:00p.m., New York City time, on the Business Day prior to the Coupon
Reset Date as set forth in the Remarketing Agreement (in which case, termination
is automatic); (x) the Remarketing Dealer does not give the Remarketing
Notification (in which case, termination is automatic); (xi) the Remarketing
Dealer validly revokes the Remarketing Notification (in which case, termination
is automatic); or (xi) prior to the Notification Date the Remarketing Dealer
resigns and no successor has been appointed (in which case, termination is
automatic).
For purposes of the foregoing, "Rating Agency" shall mean Standard &
Poor's Corporation and its successors and Xxxxx'x Investor's Services, Inc. and
its successors; and "Investment Grade" shall mean that the Company's long-term,
unsecured debt is rated BBB- or higher by S&P and Baa3 or higher by Xxxxx'x.
If the Remarketing Dealer's obligation to purchase the Notes is
terminated by the Remarketing Dealer or the Company, notice of such termination
will be immediately given in writing to the Trustee by the Remarketing Dealer or
the Company, as the case may be. If such obligation so terminates or is
automatically terminated, the Company will repurchase the Notes on the Coupon
Reset Date as described below.
X-00
XXXXXXXXX XXXXXXXXXX BY THE COMPANY
If the Remarketing Agent does not give the Remarketing Notification as
to the Notes or if it revokes its Notification for any reason, the Trustee shall
exercise the rights of the holders of the Notes under the Indenture to require
the Company to repurchase the entire principal amount of the Notes on the Coupon
Reset Date at 100% of the principal amount of the Notes plus accrued interest
thereon to the Coupon Reset Date. In addition, if any Termination Event occurs,
the Company will repurchase the entire principal amount of the Notes on the
applicable Coupon Reset Date at 100% of the principal amount of the Notes plus
accrued and unpaid interest, if any, on the Notes.
OPTIONAL REPURCHASE BY THE COMPANY
If the Remarketing Dealer gives the Remarketing Notification, then, not
later than the fourth Business Day following the Notification Date, the Company
may irrevocably elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process whereupon the Company will
repurchase the entire principal amount of the Notes on the Coupon Reset Date at
the purchase price equal to 100% of the principal amount hereof plus accrued and
unpaid interest, if any on the Notes.
GENERAL MATTERS
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes with the consent of the
holders of not less than a majority in principal amount of the Outstanding
Notes. The Indenture also contains provisions permitting the holders of not less
than a majority in principal amount of the Outstanding Notes, on behalf of the
holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
A-14
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the Holder surrendering the
same.
Terms used herein which are defined in the Indenture shall have the
receptive meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
A-15
_______________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______
TEN ENT --as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT TEN --as joint tenants with __________________________
right of survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or
Other Identifying Number of Assignee
/_______________/_______________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of Bausch & Lomb Incorporated and does hereby irrevocably
constitute and appoint ________________________ attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated:_________________
________________________________________
________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
A-16
[FACE OF NOTE] EXHIBIT B
CUSIP NO.: PRINCIPAL AMOUNT: $100,000,000
REGISTERED NO.
BAUSCH & LOMB INCORPORATED
6.375% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2013
/X/ Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
INTEREST RATE PER ANNUM: From and MATURITY DATE: August 1, 2013, ISSUE PRICE: 99.978% (as a
including August 1, 1998 to but subject to mandatory repayment of percentage of principal amount).
excluding August 1, 2003, 6.375%. principal to the existing Holder
From and including August 1, 2003, hereof pursuant to the purchase and
as described under "Interest Rate repurchase rights described on the
and Interest Payment Dates" on reverse of this Note.
the reverse of this Note.
INTEREST PAYMENT DATES: REPURCHASE BY THE COMPANY: 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 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
B-2
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.
B-3
IN WITNESS WHEREOF, BAUSCH & LOMB INCORPORATED has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated:
BAUSCH & LOMB INCORPORATED
By:_________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities
designated therein referred
to in the within-mentioned
Indenture.
CITIBANK, N.A.
as Trustee
By: _________________________
Authorized Officer
B-4
(REVERSE OF NOTE)
BAUSCH & LOMB INCORPORATED
6.375% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2013
This Note is one of a duly authorized issue of Securities of the
Company, all issued or to be issued under and pursuant to an indenture dated as
of September 1, 1991,as amended (the "Indenture"), duly executed and delivered
by the Company to Citibank, N.A. , as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Notes. This Note is one of the
Securities created by the Supplemental Indenture No. 2, dated July 29. 1998, to
the Indenture and designated as the, 6.375% Putable Callable Notes Due August 1,
2013, which Securities are limited in aggregate principal amount to $100,000,000
(the "Notes").
INTEREST RATE AND INTEREST PAYMENT DATES
The Notes will bear interest at the rate of 6.375% from and including
August 1, 1998 to but excluding August 1, 2003 (the "Coupon Reset Date").
Interest on the Notes will be payable semi-annually on February 1 and August 1
of each year, commencing February 1, 1999 (each , an "Interest Payment Date").
Interest will be calculated based on a 360-day year consisting of twelve 30-day
months. "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the Notes as
described below, the Remarketing Dealer will reset the interest rate for the
Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process
described below. In such circumstance, (i) this Note will be purchased by the
Remarketing Dealer at purchase price equal to 100% of the principal amount
hereof on the Coupon Reset Date, on the terms and subject to the conditions
described herein (interest accrued to but excluding the Coupon Reset Date will
be paid by the Company on
B-5
such date to the Holder hereof on the most recent Record Date), and (ii) from
and including the Coupon Reset Date, the Notes will bear interest at the rate
determined by the Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
MATURITY DATE
The Notes will mature on August 1, 2013 (the "Maturity Date"). On the
Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof
will be entitled to receive 100% of the principal amount hereof (interest
accrued to but excluding the Coupon Reset Date will be paid by the Company on
such date to the holders of the Notes on the most recent Record Date) from
either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this
Note, or (ii) the Company, pursuant to the mandatory repurchase of this Note by
the Company.
If the applicable Remarketing Dealer purchases, or the Company
repurchases, the Notes on the Coupon Reset Date, the Remarketing Dealer or the
Company, as the case may be, will deposit an amount equal to 100% of the
principal amount of the Notes with the Trustee not later than 2.00 p.m, on the
Business Day prior to the Coupon Reset Date and the Notes shall be transferred
through a book entry on the books of DTC to the Remarketing Dealer, or the
Company, upon receipt of notice from the Trustee that such funds, together with
accrued interest on the Notes to the Coupon Reset Date, have been received by
the Trustee. The Trustee will distribute to the holders of record of the
purchased/repurchased Notes such principal amount and accrued interest.
If the Remarketing Dealer does not purchase the Notes on the Coupon
Reset Date for the Notes for any reason, the Trustee shall exercise the right of
the holders of the Notes under the Indenture to require the Company to
repurchase the Notes in its entirety at 100% of the principal amount thereof
plus accrued interest on the Coupon Reset Date. By its purchase of the Note the
Holder hereof irrevocably agrees that the Trustee shall exercise this "put"
right on behalf of the holders of the Notes. If the Trustee exercises this "put"
right on behalf of the holders of the
B-6
Notes, the Company is required under the Indenture to deliver to the Trustee in
immediately available funds on the Coupon Reset Date an amount equal to 100% of
the principal amount of the Notes plus accrued interest thereon to the Coupon
Reset Date.
PURCHASE BY THE REMARKETING DEALER; REMARKETING
If the Remarketing Dealer gives notice in writing (the "Remarketing
Notification") to the Company and the Trustee on a Business Day (the
"Notification Date") not later than fifteen calendar days prior to the Coupon
Reset Date of its intention to purchase the Notes for remarketing, the Notes
will be purchased by the Remarketing Dealer at purchase price equal to 100% of
the principal amount hereof on the Coupon Reset Date, except in the
circumstances described below. The obligation of the Remarketing Dealer to
purchase the Notes is subject to several conditions set forth in the Remarketing
Agreement relating to the Notes. Interest accrued to but excluding the Coupon
Reset Date will be paid by the Company on such date to the Holder hereof on the
most recent Record Date. From and after the Coupon Reset Date, the Notes will
bear interest at the Coupon Reset Rate. After purchase of the Notes by the
Remarketing Dealer for remarketing, such Remarketing Dealer may remarket the
Notes for its account at varying prices to be determined by such Remarketing
Dealer at this time of each sale.
The Remarketing Dealer's notice to the Trustee must contain the
requisite delivery details, including the identity of the Remarketing Dealer's
Depositary account. The Remarketing Dealer may revoke its notice, and terminate
its obligation, to remarket the Notes at any time prior to 4:00 p.m., New York
City time, on the third Business Day prior to the Coupon Reset Date. Such
revocation will terminate the Coupon Reset Process.
The Remarketing Dealer's obligation to purchase the Notes will be
terminated and the Coupon Reset Process will terminate upon the occurrence of
certain Termination Events, as defined herein, and may, at the option of the
Remarketing Dealer, be terminated upon the occurrence of other Termination
Events. See "Termination Events".
B-7
The transactions described above will be executed on the Coupon Reset
Date through the Depositary in accordance with the procedures of the Depositary,
and the accounts of participants will be debited and credited and the Notes
delivered by book-entry as necessary to effect the purchases and sales thereof.
For further information with respect to transfers and settlement through the
Depositary, see "Description of the Notes--Book-Entry System" in the Prospectus
Supplement.
NOTICE TO HOLDERS BY TRUSTEE
In anticipation of the purchase of the Notes by the Remarketing Dealer
or the repurchase of the Notes by the Company on the Coupon Reset Date, the
Trustee will notify the holders of the Notes, not less than 30 days nor more
than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered
on the Coupon Reset Date through the facilities of the Depositary against
payment of a purchase price equal to 100% of the principal amount hereof by the
Remarketing Dealer or the Company and accrued interest thereon to the Coupon
Reset Date which will be paid by the Company.
COUPON RESET PROCESS IF NOTES ARE REMARKETED
If the Remarketing Dealer elects to remarket the Notes, then the
following steps (the "Coupon Reset Process") will be taken in order to determine
the Coupon Reset Rate. The Company and the Remarketing Dealer will use
reasonable efforts to cause the actions contemplated below to be completed in as
timely a manner as possible.
(a) No later than five Business Days prior to the Coupon Reset Date,
the Company will provide the Remarketing Dealer with a list (the "Dealer List"),
containing the names and addresses of not less than three but not more than five
dealers, one of whom shall be the Remarketing Dealer, from whom the Company
desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and
such other material as may reasonably be requested by the Remarketing Dealer to
facilitate a successful Coupon Reset Process.
B-8
(b) Within one Business Day following receipt by the Remarketing Dealer
of the Dealer List, the Remarketing Dealer will provide to each dealer
("Dealer") on the Dealer List a copy the Prospectus Supplement dated July 24,
1998 (the "Prospectus Supplement") and the accompanying Prospectus dated
February 13, 1998 relating to the offering of the Notes, a copy of the form of
Notes and a written request that each Dealer submit a Bid to the Remarketing
Dealer no later than 3:00 p.m., New York City time, on the third Business Day
prior to the Coupon Reset Date (the "Bid Date"). The time on the Bid date upon
which Bids will be requested may be changed by the Remarketing Dealer. "Bid"
means an irrevocable written offer given by a Dealer for the purchase of all of
the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer
as stated yield to maturity quoted to the nearest one hundred-thousandth
(0.00001) of one percent per annum on the Notes ("Yield to Maturity"). Each
Dealer shall also be provided with (i) the name of the Company, (ii) an estimate
of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount
and be calculated by the Remarketing Dealer in accordance with paragraph (c)
below), (iii) the principal amount and maturity of the Notes and (iv) the method
by which interest will be calculated on the Notes.
(c) The purchase price for the Notes in connection with the Coupon
Reset Process (the "Remarketing Purchase Price") shall be equal to the principal
amount of the Notes, plus a premium (the "Notes Premium") which shall be equal
to the excess, if any, on the Coupon Reset Date of the discounted present value
to the Coupon Reset Date of a bond with a maturity of August 1, 2013 which has
an interest rate of 5.450%, semiannual interest payments on each February 1 and
August 1, commencing February 1, 2004, and a principal amount equal to the
principal amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over such principal amount of Notes. The "Treasury Rate" means the
per annum rate equal to the offer side yield to maturity of the current
on-the-run ten-year United States Treasury Security per Telerate page 500, or
any successor page, no later than 3:00 p.m., New York City time, on the Bid Date
(or such other time or date that may be agreed upon by the Company and the
Remarketing Dealer) or, if such rate does not appear on Telerate page 500, or
any successor page, at such time, the rates on GovPX End-of-Day Pricing at 3:00
p.m., New York City time, on the Bid Date (or such other time or date that may
be agreed upon by the Company and the Remarketing Dealer).
B-9
(d) The Remarketing Dealer will provide written notice to the Company
as soon as practicable on the Bid Date, setting forth the names of each of the
Dealers from whom the Remarketing Dealer received Bids on the Bid Date, the Bid
submitted by each such Dealer and the Remarketing Purchase Price as determined
pursuant to paragraph (c) above. Except as provided below, the Remarketing
Dealer will thereafter select from the Bids received the Bid with the lowest
Yield to Maturity (the "Selected Bid"); provided, however, that if the
Remarketing Dealer has not received a timely Bid from a Dealer on or before the
Bid Date, the Selected Bid shall be the lowest of all Bids received by such time
and provided, further that if any two or more of the lowest Bids submitted are
equivalent the Company shall in its sole discretion select any of such
equivalent Bids (and such selected bid shall be the Selected Bid). In all cases,
Warburg Dillon Read LLC, in its capacity as a Remarketing Dealer, shall have the
right to match the Bid with the lowest Yield to Maturity in which case Warburg
Dillon Read LLC's Bid shall be the Selected bid. The Remarketing Dealer will set
the Coupon Reset Rate equal to the interest rate that will amortize the Notes
Premium fully over the term of the Notes at the Yield to Maturity indicated by
the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for the Notes,
the Remarketing Dealer will provide written notice to the Company and the
Trustee, setting forth the Coupon Reset Rate. The Company shall thereafter
establish a Coupon Reset Rate as the new interest rate on the Notes effective
from and including the Coupon Reset Date by delivery to the Trustee on or before
the Coupon Reset Date of an Officer's Certificate.
THE REMARKETING DEALER
On or prior to the date of original issuance of the Notes, the Company
and Warburg Dillon Read LLC (the "Remarketing Dealer") will enter into a
Remarketing Agreement (a
B-10
"Remarketing Agreement"). No holder or beneficial owner of any Notes shall have
any rights or claims under the Remarketing Agreement or against the Company or
the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the
Notes.
The Remarketing Dealer, in its individual or any other capacity, may
buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may
exercise any vote or join in any action which any holder or beneficial owner of
the Notes may be entitled to exercise or take with like effect as if such
Remarketing Dealer did not act in any capacity under its respective Remarketing
Agreement. The Remarketing Dealer in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity under its respective Remarketing Agreement.
TERMINATION EVENTS
The Remarketing Dealer's obligations to purchase the Note may be
terminated and the Coupon Reset Process may be terminated, if any of the
following (each a "Termination Event") occurs: (i) an Event of Default occurs
under Section 501, subsections (3) or (4) of the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) a default, event of
default or similar condition or event (however described) in respect of the
Company or any of its subsidiaries (individually or collectively)has occurred
under one or more agreements or instruments relating to indebtedness of the
Company or any of its subsidiaries in an aggregate amount of not less than
$20,000,000, which has resulted in such indebtedness becoming due and payable
under such agreements or instruments before it would otherwise have been due and
payable (in which case, termination is at the Remarketing Dealer's option);
(iii) the Company or any of its subsidiaries (individually or collectively) has
defaulted in making one or more payments on the due date thereof in an aggregate
principal amount of not less than $20,000,000 under such agreements or
instruments (after giving effect to any applicable notice requirement or grace
period) (in which case, termination is at the Remarketing Dealer's option); (iv)
an Event of Default has occurred and is continuing under Section 501subsection
(6) or (7) of the Indenture (in
B-11
which case, termination is automatic); (v) the Notes shall have been assigned a
rating below Investment Grade by any of the Rating Agencies, both as defined
below; (vi) on the Bid Date, fewer than two Dealers submit timely Bids
substantially as provided below (in which case, termination is automatic); (vii)
the Company exercises its right to repurchase the Notes as described under
"--Optional Repurchase by the Company" below (in which case, termination is
automatic); (viii) a Defeasance (as defined in the Indenture) or a Covenant
Defeasance (as defined in the Indenture) has occurred pursuant to Section 1302
or Section 1303, respectively, of the Indenture(in which case, termination is
automatic); (ix) the Remarketing Dealer fails to pay the Purchase/Repurchase
Price by 2:00p.m., New York City time, on the Business Day prior to the Coupon
Reset Date as set forth in the Remarketing Agreement (in which case, termination
is automatic); (x) the Remarketing Dealer does not give the Remarketing
Notification (in which case, termination is automatic); (xi) the Remarketing
Dealer validly revokes the Remarketing Notification (in which case, termination
is automatic); or (xi) prior to the Notification Date the Remarketing Dealer
resigns and no successor has been appointed (in which case, termination is
automatic).
For purposes of the foregoing, "Rating Agency" shall mean Standard &
Poor's Corporation and its successors and Xxxxx'x Investor's Services, Inc. and
its successors; and "Investment Grade" shall mean that the Company's long-term,
unsecured debt is rated BBB- or higher by S&P and Baa3 or higher by Xxxxx'x.
If the Remarketing Dealer's obligation to purchase the Notes is
terminated by the Remarketing Dealer or the Company, notice of such termination
will be immediately given in writing to the Trustee by the Remarketing Dealer or
the Company, as the case may be. If such obligation so terminates or is
automatically terminated, the Company will repurchase the Notes on the Coupon
Reset Date as described below.
X-00
XXXXXXXXX XXXXXXXXXX BY THE COMPANY
If the Remarketing Agent does not give the Remarketing Notification as
to the Notes or if it revokes its Notification for any reason, the Trustee shall
exercise the rights of the holders of the Notes under the Indenture to require
the Company to repurchase the entire principal amount of the Notes on the Coupon
Reset Date at 100% of the principal amount of the Notes plus accrued interest
thereon to the Coupon Reset Date. In addition, if any Termination Event occurs,
the Company will repurchase the entire principal amount of the Notes on the
applicable Coupon Reset Date at 100% of the principal amount of the Notes plus
accrued and unpaid interest, if any, on the Notes.
OPTIONAL REPURCHASE BY THE COMPANY
If the Remarketing Dealer gives the Remarketing Notification, then, not
later than the fourth Business Day following the Notification Date, the Company
may irrevocably elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process whereupon the Company will
repurchase the entire principal amount of the Notes on the Coupon Reset Date at
the purchase price equal to 100% of the principal amount hereof plus accrued and
unpaid interest, if any on the Notes.
GENERAL MATTERS
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes with the consent of the
holders of not less than a majority in principal amount of the Outstanding
Notes. The Indenture also contains provisions permitting the holders of not less
than a majority in principal amount of the Outstanding Notes, on behalf of the
holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
B-13
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the Holder surrendering the
same.
Terms used herein which are defined in the Indenture shall have the
receptive meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
B-14
________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument shall be construed as though they were written out in full
according to applicable laws of regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--________CUSTODIAN_____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as __________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or
Other Identifying Number of Assignee
/_____________/_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of Bausch & Lomb Incorporated and does hereby irrevocably
constitute and appoint ________________________ attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated:_______________
____________________________________
____________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
B-15
[FACE OF NOTE] EXHIBIT C
CUSIP NO.: PRINCIPAL AMOUNT: $100,000,000
REGISTERED NO.
BAUSCH & LOMB INCORPORATED
6.500% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2025
/X/ Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
INTEREST RATE PER ANNUM: From and MATURITY DATE: August 1, 2025, ISSUE PRICE: 99.523% (as a
including August 1, 1998 to but subject to mandatory repayment of percentage
excluding August 1, 2005, 6.500%. principal to the existing Holder of principal amount).
From and including August 1, 2005, hereof pursuant to the purchase and
as described under "Interest Rate repurchase rights described on the
and Interest Payment Dates" on the reverse of this Note.
reverse of this Note.
INTEREST PAYMENT DATES: 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
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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.
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IN WITNESS WHEREOF, BAUSCH & LOMB INCORPORATED has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated:
BAUSCH & LOMB INCORPORATED
By:_________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities
designated therein referred
to in the within-mentioned
Indenture.
CITIBANK, N.A.
as Trustee
By: _________________________
Authorized Officer
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(REVERSE OF NOTE)
BAUSCH & LOMB INCORPORATED
6.500% PUTABLE/CALLABLE NOTES DUE AUGUST 1, 2025
This Note is one of a duly authorized issue of Securities of the
Company, all issued or to be issued under and pursuant to an indenture dated as
of September 1, 1991,as amended (the "Indenture"), duly executed and delivered
by the Company to Citibank, N.A. , as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Notes. This Note is one of the
Securities created by the Supplemental Indenture No. 2, dated July 29. 1998, to
the Indenture and designated as the, 6.500% Putable Callable Notes Due August 1,
2025, which Securities are limited in aggregate principal amount to $100,000,000
(the "Notes").
INTEREST RATE AND INTEREST PAYMENT DATES
The Notes will bear interest at the rate of 6.500% from and including
August 1, 1998 to but excluding August 1, 2005 (the "Coupon Reset Date").
Interest on the Notes will be payable semi-annually on February 1 and August 1
of each year, commencing February 1, 1999 (each , an "Interest Payment Date").
Interest will be calculated based on a 360-day year consisting of twelve 30-day
months. "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the Notes as
described below, the Remarketing Dealer will reset the interest rate for the
Notes effective on the Coupon Reset Date, pursuant to the Coupon Reset Process
described below. In such circumstance, (i) this Note will be purchased by the
Remarketing Dealer at purchase price equal to 100% of the principal amount
hereof on the Coupon Reset Date, on the terms and subject to the conditions
described herein (interest accrued to but excluding the Coupon Reset Date will
be paid by the Company on
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such date to the Holder hereof on the most recent Record Date), and (ii) from
and including the Coupon Reset Date, the Notes will bear interest at the rate
determined by the Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
MATURITY DATE
The Notes will mature on August 1, 2025 (the "Maturity Date"). On the
Coupon Reset Date pursuant to automatic purchase of this Note, the Holder hereof
will be entitled to receive 100% of the principal amount hereof (interest
accrued to but excluding the Coupon Reset Date will be paid by the Company on
such date to the holders of the Notes on the most recent Record Date) from
either (i) the Remarketing Dealer, if the Remarketing Dealer purchases this
Note, or (ii) the Company, pursuant to the mandatory repurchase of this Note by
the Company.
If the applicable Remarketing Dealer purchases, or the Company
repurchases, the Notes on the Coupon Reset Date, the Remarketing Dealer or the
Company, as the case may be, will deposit an amount equal to 100% of the
principal amount of the Notes with the Trustee not later than 2.00 p.m, on the
Business Day prior to the Coupon Reset Date and the Notes shall be transferred
through a book entry on the books of DTC to the Remarketing Dealer, or the
Company, upon receipt of notice from the Trustee that such funds, together with
accrued interest on the Notes to the Coupon Reset Date, have been received by
the Trustee. The Trustee will distribute to the holders of record of the
purchased/repurchased Notes such principal amount and accrued interest.
If the Remarketing Dealer does not purchase the Notes on the Coupon
Reset Date for the Notes for any reason, the Trustee shall exercise the right of
the holders of the Notes under the Indenture to require the Company to
repurchase the Notes in its entirety at 100% of the principal amount thereof
plus accrued interest on the Coupon Reset Date. By its purchase of the Note the
Holder hereof irrevocably agrees that the Trustee shall exercise this "put"
right on behalf of the holders of the Notes. If the Trustee exercises this "put"
right on behalf of the holders of the
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Notes, the Company is required under the Indenture to deliver to the Trustee in
immediately available funds on the Coupon Reset Date an amount equal to 100% of
the principal amount of the Notes plus accrued interest thereon to the Coupon
Reset Date.
PURCHASE BY THE REMARKETING DEALER; REMARKETING
If the Remarketing Dealer gives notice in writing (the "Remarketing
Notification") to the Company and the Trustee on a Business Day (the
"Notification Date") not later than fifteen calendar days prior to the Coupon
Reset Date of its intention to purchase the Notes for remarketing, the Notes
will be purchased by the Remarketing Dealer at purchase price equal to 100% of
the principal amount hereof on the Coupon Reset Date, except in the
circumstances described below. The obligation of the Remarketing Dealer to
purchase the Notes is subject to several conditions set forth in the Remarketing
Agreement relating to the Notes. Interest accrued to but excluding the Coupon
Reset Date will be paid by the Company on such date to the Holder hereof on the
most recent Record Date. From and after the Coupon Reset Date, the Notes will
bear interest at the Coupon Reset Rate. After purchase of the Notes by the
Remarketing Dealer for remarketing, such Remarketing Dealer may remarket the
Notes for its account at varying prices to be determined by such Remarketing
Dealer at this time of each sale.
The Remarketing Dealer's notice to the Trustee must contain the
requisite delivery details, including the identity of the Remarketing Dealer's
Depositary account. The Remarketing Dealer may revoke its notice, and terminate
its obligation, to remarket the Notes at any time prior to 4:00 p.m., New York
City time, on the third Business Day prior to the Coupon Reset Date. Such
revocation will terminate the Coupon Reset Process.
The Remarketing Dealer's obligation to purchase the Notes will be
terminated and the Coupon Reset Process will terminate upon the occurrence of
certain Termination Events, as defined herein, and may, at the option of the
Remarketing Dealer, be terminated upon the occurrence of other Termination
Events. See "Termination Events".
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The transactions described above will be executed on the Coupon Reset
Date through the Depositary in accordance with the procedures of the Depositary,
and the accounts of participants will be debited and credited and the Notes
delivered by book-entry as necessary to effect the purchases and sales thereof.
For further information with respect to transfers and settlement through the
Depositary, see "Description of the Notes--Book-Entry System" in the Prospectus
Supplement.
NOTICE TO HOLDERS BY TRUSTEE
In anticipation of the purchase of the Notes by the Remarketing Dealer
or the repurchase of the Notes by the Company on the Coupon Reset Date, the
Trustee will notify the holders of the Notes, not less than 30 days nor more
than 60 days prior to the Coupon Reset Date, that all Notes shall be delivered
on the Coupon Reset Date through the facilities of the Depositary against
payment of a purchase price equal to 100% of the principal amount hereof by the
Remarketing Dealer or the Company and accrued interest thereon to the Coupon
Reset Date which will be paid by the Company.
COUPON RESET PROCESS IF NOTES ARE REMARKETED
If the Remarketing Dealer elects to remarket the Notes, then the
following steps (the "Coupon Reset Process") will be taken in order to determine
the Coupon Reset Rate. The Company and the Remarketing Dealer will use
reasonable efforts to cause the actions contemplated below to be completed in as
timely a manner as possible.
(a) No later than five Business Days prior to the Coupon Reset Date,
the Company will provide the Remarketing Dealer with a list (the "Dealer List"),
containing the names and addresses of not less than three but not more than five
dealers, one of whom shall be the Remarketing Dealer, from whom the Company
desires the Remarketing Dealer to obtain Bids for the purchase of the Notes and
such other material as may reasonably be requested by the Remarketing Dealer to
facilitate a successful Coupon Reset Process.
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(b) Within one Business Day following receipt by the Remarketing Dealer
of the Dealer List, the Remarketing Dealer will provide to each dealer
("Dealer") on the Dealer List a copy the Prospectus Supplement dated July 24,
1998 (the "Prospectus Supplement") and the accompanying Prospectus dated
February 13, 1998 relating to the offering of the Notes, a copy of the form of
Notes and a written request that each Dealer submit a Bid to the Remarketing
Dealer no later than 3:00 p.m., New York City time, on the third Business Day
prior to the Coupon Reset Date (the "Bid Date"). The time on the Bid date upon
which Bids will be requested may be changed by the Remarketing Dealer. "Bid"
means an irrevocable written offer given by a Dealer for the purchase of all of
the Notes, settling on the Coupon Reset Date, and shall be quoted by such Dealer
as stated yield to maturity quoted to the nearest one hundred-thousandth
(0.00001) of one percent per annum on the Notes ("Yield to Maturity"). Each
Dealer shall also be provided with (i) the name of the Company, (ii) an estimate
of the Remarketing Purchase Price (which shall be stated as a U.S. dollar amount
and be calculated by the Remarketing Dealer in accordance with paragraph (c)
below), (iii) the principal amount and maturity of the Notes and (iv) the method
by which interest will be calculated on the Notes.
(c) The purchase price for the Notes in connection with the Coupon
Reset Process (the "Remarketing Purchase Price") shall be equal to the principal
amount of the Notes, plus a premium (the "Notes Premium") which shall be equal
to the excess, if any, on the Coupon Reset Date of the discounted present value
to the Coupon Reset Date of a bond with a maturity of August 1, 2025 which has
an interest rate of 5.675%, semiannual interest payments on each February 1 and
August 1, commencing February 1, 2006, and a principal amount equal to the
principal amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over such principal amount of Notes. The "Treasury Rate" means the
per annum rate equal to the offer side yield to maturity of the current
on-the-run thirty-year United States Treasury Security per Telerate page 500, or
any successor page, no later than 3:00 p.m., New York City time, on the Bid Date
(or such other time or date that may be agreed upon by the Company and the
Remarketing Dealer)
C-9
or, if such rate does not appear on Telerate page 500, or any successor page, at
such time, the rates on GovPX End-of-Day Pricing at 3:00 p.m., New York City
time, on the Bid Date (or such other time or date that may be agreed upon by the
Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to the Company
as soon as practicable on the Bid Date, setting forth the names of each of the
Dealers from whom the Remarketing Dealer received Bids on the Bid Date, the Bid
submitted by each such Dealer and the Remarketing Purchase Price as determined
pursuant to paragraph (c) above. Except as provided below, the Remarketing
Dealer will thereafter select from the Bids received the Bid with the lowest
Yield to Maturity (the "Selected Bid"); provided, however, that if the
Remarketing Dealer has not received a timely Bid from a Dealer on or before the
Bid Date, the Selected Bid shall be the lowest of all Bids received by such time
and provided, further that if any two or more of the lowest Bids submitted are
equivalent the Company shall in its sole discretion select any of such
equivalent Bids (and such selected bid shall be the Selected Bid). In all cases,
Warburg Dillon Read LLC, in its capacity as a Remarketing Dealer, shall have the
right to match the Bid with the lowest Yield to Maturity in which case X.X.
Xxxxxx Securities Inc.'s Bid shall be the Selected bid. The Remarketing Dealer
will set the Coupon Reset Rate equal to the interest rate that will amortize the
Notes Premium fully over the term of the Notes at the Yield to Maturity
indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for the Notes,
the Remarketing Dealer will provide written notice to the Company and the
Trustee, setting forth the Coupon Reset Rate. The Company shall thereafter
establish a Coupon Reset Rate as the new interest rate on the Notes effective
from and including the Coupon Reset Date by delivery to the Trustee on or before
the Coupon Reset Date of an Officer's Certificate.
THE REMARKETING DEALER
On or prior to the date of original issuance of the Notes, the Company
and X.X. Xxxxxx Securities Inc. (the "Remarketing Dealer") will enter into a
Remarketing Agreement (a
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"Remarketing Agreement"). No holder or beneficial owner of any Notes shall have
any rights or claims under the Remarketing Agreement or against the Company or
the Remarketing Dealer as a result of the Remarketing Dealer not purchasing the
Notes.
The Remarketing Dealer, in its individual or any other capacity, may
buy, sell, hold and deal in any of the Notes. The Remarketing Dealer may
exercise any vote or join in any action which any holder or beneficial owner of
the Notes may be entitled to exercise or take with like effect as if such
Remarketing Dealer did not act in any capacity under its respective Remarketing
Agreement. The Remarketing Dealer in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity under its respective Remarketing Agreement.
TERMINATION EVENTS
The Remarketing Dealer's obligations to purchase the Note may be
terminated and the Coupon Reset Process may be terminated, if any of the
following (each a "Termination Event") occurs: (i) an Event of Default occurs
under Section 501, subsections (3) or (4) of the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) a default, event of
default or similar condition or event (however described) in respect of the
Company or any of its subsidiaries (individually or collectively)has occurred
under one or more agreements or instruments relating to indebtedness of the
Company or any of its subsidiaries in an aggregate amount of not less than
$20,000,000, which has resulted in such indebtedness becoming due and payable
under such agreements or instruments before it would otherwise have been due and
payable (in which case, termination is at the Remarketing Dealer's option);
(iii) the Company or any of its subsidiaries (individually or collectively) has
defaulted in making one or more payments on the due date thereof in an aggregate
principal amount of not less than $20,000,000 under such agreements or
instruments (after giving effect to any applicable notice requirement or grace
period) (in which case, termination is at the Remarketing Dealer's option); (iv)
an Event of Default has occurred and is continuing under Section 501subsection
(6) or (7) of the Indenture (in
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which case, termination is automatic); (v) the Notes shall have been assigned a
rating below Investment Grade by any of the Rating Agencies, both as defined
below; (vi) on the Bid Date, fewer than two Dealers submit timely Bids
substantially as provided below (in which case, termination is automatic); (vii)
the Company exercises its right to repurchase the Notes as described under
"--Optional Repurchase by the Company" below (in which case, termination is
automatic); (viii) a Defeasance (as defined in the Indenture) or a Covenant
Defeasance (as defined in the Indenture) has occurred pursuant to Section 1302
or Section 1303, respectively, of the Indenture(in which case, termination is
automatic); (ix) the Remarketing Dealer fails to pay the Purchase/Repurchase
Price by 2:00p.m., New York City time, on the Business Day prior to the Coupon
Reset Date as set forth in the Remarketing Agreement (in which case, termination
is automatic); (x) the Remarketing Dealer does not give the Remarketing
Notification (in which case, termination is automatic); (xi) the Remarketing
Dealer validly revokes the Remarketing Notification (in which case, termination
is automatic); or (xi) prior to the Notification Date the Remarketing Dealer
resigns and no successor has been appointed (in which case, termination is
automatic).
For purposes of the foregoing, "Rating Agency" shall mean Standard &
Poor's Corporation and its successors and Xxxxx'x Investor's Services, Inc. and
its successors; and "Investment Grade" shall mean that the Company's long-term,
unsecured debt is rated BBB- or higher by S&P and Baa3 or higher by Xxxxx'x.
If the Remarketing Dealer's obligation to purchase the Notes is
terminated by the Remarketing Dealer or the Company, notice of such termination
will be immediately given in writing to the Trustee by the Remarketing Dealer or
the Company, as the case may be. If such obligation so terminates or is
automatically terminated, the Company will repurchase the Notes on the Coupon
Reset Date as described below.
X-00
XXXXXXXXX XXXXXXXXXX BY THE COMPANY
If the Remarketing Agent does not give the Remarketing Notification as
to the Notes or if it revokes its Notification for any reason, the Trustee shall
exercise the rights of the holders of the Notes under the Indenture to require
the Company to repurchase the entire principal amount of the Notes on the Coupon
Reset Date at 100% of the principal amount of the Notes plus accrued interest
thereon to the Coupon Reset Date. In addition, if any Termination Event occurs,
the Company will repurchase the entire principal amount of the Notes on the
applicable Coupon Reset Date at 100% of the principal amount of the Notes plus
accrued and unpaid interest, if any, on the Notes.
OPTIONAL REPURCHASE BY THE COMPANY
If the Remarketing Dealer gives the Remarketing Notification, then, not
later than the fourth Business Day following the Notification Date, the Company
may irrevocably elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process whereupon the Company will
repurchase the entire principal amount of the Notes on the Coupon Reset Date at
the purchase price equal to 100% of the principal amount hereof plus accrued and
unpaid interest, if any on the Notes.
GENERAL MATTERS
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes with the consent of the
holders of not less than a majority in principal amount of the Outstanding
Notes. The Indenture also contains provisions permitting the holders of not less
than a majority in principal amount of the Outstanding Notes, on behalf of the
holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
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exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the Holder surrendering the
same.
Terms used herein which are defined in the Indenture shall have the
receptive meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
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_____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument shall be construed as though they were written out in full
according to applicable laws of regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as __________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or
Other Identifying Number of Assignee
/__________/____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of Bausch & Lomb Incorporated and does hereby irrevocably
constitute and appoint ________________________ attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated:_____________
_________________________________________
_________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
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