SUPPLEMENTAL INDENTURE NO. 8Supplemental Indenture • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
This Supplemental Indenture No. 8 (“Supplemental Indenture”), effective as of November 8, 2006, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004, and Supplemental Indenture No. 7, dated as of June 5, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:
AMENDED AND RESTATED SUPPLEMENTAL INDENTURE NO. 8Bausch & Lomb Inc • February 7th, 2007 • Ophthalmic goods • New York
This Amended and Restated Supplemental Indenture No. 8 (“Supplemental Indenture”), effective as of November 8, 2006, is between Bausch & Lomb Incorporated (the “Company”) and Citibank, N.A., as trustee (the “Trustee”), and amends and restates Supplemental Indenture No. 8, dated as of November 8, 2006 between the Company and the Trustee and the Indenture, dated as of September 1, 1991, between the Company and the Trustee, as amended by Supplemental Indenture, dated as of May 13, 1998, Supplemental Indenture No. 2, dated July 29, 1998, Supplemental Indenture No. 3, dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004, and Supplemental Indenture No. 7, dated as of June 5, 2006 (as so amended, the “Original Indenture”), with respect to the following series of Securities issued under the Original Indenture and various indentures supplemental thereto:
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you, and the letter waivers thereunder dated November 23, 2005 (referred to herein as the “First Letter Waiver”) and February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement, the First Letter Waiver and the Second Letter Waiver.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
CONFORMED COPY AGREEMENTAgreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
Arranged by CITIGROUP GLOBAL MARKETS LIMITED J. P. MORGAN PLC and KEYBANC CAPITAL MARKETS with CITIBANK INTERNATIONAL PLC as Facility Agent CREDIT FACILITY US$375,000,000 for BAUSCH & LOMB B.V.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you, and the letter waivers thereunder dated November 23, 2005 (the “First Letter Waiver”), February 17, 2006 (the “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”), August 23, 2006 (the “Fourth Letter Waiver”) and December 8, 2006 (effective December 15, 2006 and referred to herein as the “Fifth Letter Waiver” and collectively, with the First Letter Waiver, the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement and the Waivers.
LONG TERM PERFORMANCE UNIT AGREEMENT PURSUANT TOLong Term Performance Unit Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
LONG TERM PERFORMANCE UNIT AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation (referred to hereinafter as the "Company"), dated as of February 24, 2004 in favor of the individual employee of the Company or one of its subsidiaries (referred to hereinafter as the "Recipient") whose name appears in the Schedule of Awards included as Attachment I hereto (the “Schedule of Awards”).
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you, and the letter waivers thereunder dated November 23, 2005 (referred to herein as the “First Letter Waiver”), February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”) and May 15, 2006 (the “Third Letter Waiver” and collectively, with the First Letter Waiver and the Second Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement, the Waivers.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.
LETTER WAIVERLetter Waiver • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods
We refer to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit Agreement") among the undersigned and you, and the letter waivers thereunder dated November 23, 2005 (referred to herein as the “First Letter Waiver”), February 17, 2006 (effective February 24, 2006 and referred to herein as the “Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”) and August 23, 2006 (the “Fourth Letter Waiver” and collectively, with the First Letter Waiver, the Second Letter Waiver, the Third Letter Waiver and the Forth Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement and the Waivers.
DATED July 2, 2005 AND AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED CAPITAL OF SINO CONCEPT TECHNOLOGY LIMITED 中外科技有榰公司 Baker & 14th Floor Hutchison House Hong Kong Telephone: (852) 2846-1888 Fax: (852) 2845-0476Bausch & Lomb Inc • February 7th, 2007 • Ophthalmic goods • Hong Kong
LICENSE AGREEMENT BETWEEN AND AMONG CIBA VISION AG, AND BAUSCH & LOMB INCORPORATEDLicense Agreement • February 7th, 2007 • Bausch & Lomb Inc • Ophthalmic goods • New York
This License Agreement, made and entered into simultaneously with the accompanying Settlement Agreement this 1st day of July 2004 (the "Effective Date"), by and among the following (hereinafter the “Parties”):
To: Bausch & Lomb B.V. (the Company) Koolhovenlaan 110 The Netherlands Attn: Financial Controller Fax: +31 20 6554 651Bausch & Lomb Inc • February 7th, 2007 • Ophthalmic goods • Nelson
US$375,000,000 credit agreement (the Agreement) dated 29 November 2005 between (among others) the Company, the Guarantor and Citibank International plc as facility agent
