CREDIT AGREEMENT Dated as of May 18, 2012 among BAUSCH & LOMB INCORPORATED, as Parent Borrower, BAUSCH & LOMB B.V., as Dutch Subsidiary Borrower, WP PRISM INC., as Holdings, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer,...Credit Agreement • March 22nd, 2013 • WP Prism Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 18, 2012, among BAUSCH & LOMB INCORPORATED, a New York corporation (the “Parent Borrower”), BAUSCH & LOMB B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Haarlemmermeer, the Netherlands, number trade register: 34034628 (the “Dutch Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers” and each a “Borrower”), WP PRISM INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A, as an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • March 22nd, 2013 • WP Prism Inc. • Delaware
WHEREAS, the Company has adopted and maintains the WP Prism Inc. Management Stock Option Plan (the “Plan”) to promote the interests of the Company and its Affiliates and shareholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
BAUSCH & LOMB LUXEMBOURG S.à r.l. as Pledgor AND CITIBANK, N.A. as Pledgee dated 15 June 2012 RECEIVABLES PLEDGE AGREEMENTReceivables Pledge Agreement • March 22nd, 2013 • WP Prism Inc. • Luxembourg
This RECEIVABLES PLEDGE AGREEMENT (as amended, restated, supplemented or modified from time to time, the Agreement) is dated 15 June 2012 and is made
FOREIGN SUBSIDIARY GUARANTY dated as of June 15, 2012 among BAUSCH & LOMB B.V., as the Dutch Subsidiary Borrower CERTAIN SUBSIDIARIES OF BAUSCH & LOMB B.V. to be identified herein, and CITIBANK, N.A., as Administrative AgentForeign Subsidiary Guaranty • March 22nd, 2013 • WP Prism Inc. • New York
FOREIGN SUBSIDIARY GUARANTY dated as of June 15, 2012, among BAUSCH & LOMB B.V. (the “Dutch Subsidiary Borrower”), certain non-U.S. subsidiaries of the Dutch Subsidiary Borrower from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and CITIBANK, N.A., as Administrative Agent (as defined below).
ContractThird Supplemental Indenture • March 22nd, 2013 • WP Prism Inc. • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of June 29, 2012, among ISTA Pharmaceuticals, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Bausch & Lomb Incorporated, a New York corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 22nd, 2013 • WP Prism Inc. • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 2009 (this “Second Supplemental Indenture”), among Bausch & Lomb Incorporated, a New York corporation (the “Issuer”), the Guarantors party to the Indenture (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”).
ContractSupplemental Indenture • March 22nd, 2013 • WP Prism Inc. • New York
Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 10, 2008, among eyeonics, inc., a Delaware corporation (the “Guaranteeing Subsidiary”), and a subsidiary of Bausch & Lomb Incorporated, a New York corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
AGREEMENT AND DEED OF PLEDGE OF SHARES BAUSCH & LOMB B.V RL/6008799/10398627.ple (RL/6008799/10409796.ple 18-05-2012 6 )Agreement and Deed of Pledge of Shares • March 22nd, 2013 • WP Prism Inc.
appeared before me, David Jaime Santana Meijeren, prospective civil-law notary (kandidaat-notaris), acting as legal substitute (waarnemer) for Paul Hubertus Nicolaas Quist, civil-law notary in Amsterdam, in such capacity hereinafter referred to as “civil-law notary”:
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • March 22nd, 2013 • WP Prism Inc. • Delaware
THIS AGREEMENT, made as of this XXst day of Month Year between WP Prism Inc. (the “Company”) and «Participant_Name» (the “Participant”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2013 • WP Prism Inc. • New York
This Amendment is made and entered into this 1st day of January, 2012 by and between WP Prism Inc., a Delaware corporation (the “Parent”), its operating subsidiary Bausch & Lomb Incorporated (the “Employer”), a New York corporation with offices at One Bausch & Lomb Place, Rochester, NY, and Brent Saunders (the “Employee”). Each of the Parent, the Employer and the Employee shall be referred to herein as a “Party” and together the “Parties.”
TRANSFORMATION GRANT AGREEMENTTransformation Grant Agreement • March 22nd, 2013 • WP Prism Inc. • Delaware
THIS TRANSFORMATION GRANT AGREEMENT (this “Agreement”) is made as of the 14th day of August 2012 between WP Prism Inc. (the “Company”) and Brenton L. Saunders (the “Grantee”).
GUARANTEE AGREEMENT (Parent Borrower’s obligations) between Bausch & Lomb International Inc. in its capacity as general partner and for the account and risk of the limited partnership (commanditaire vennootschap) Bausch & Lomb Dutch Holdings C.V. as...Guarantee Agreement • March 22nd, 2013 • WP Prism Inc.
BCF as Pledgor and CITIBANK, N.A. as Administrative Agent and BAUSCH & LOMB FRANCE as Securities Account Holder SECURITIES ACCOUNT PLEDGE AGREEMENT (ACTE DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS) in relation to financial securities issued by...Securities Account Pledge Agreement • March 22nd, 2013 • WP Prism Inc.
(the Pledgor, the Administrative Agent and the Securities Account Holder sometimes also being referred to, collectively as the “Parties” and, individually, as a “Party”).
U.S. SECURITY AGREEMENT dated as of May 18, 2012 among BAUSCH & LOMB INCORPORATED, as the Parent Borrower WP PRISM INC., as Holdings CERTAIN SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative Agentu.s. Security Agreement • March 22nd, 2013 • WP Prism Inc.
Reference is made to the Credit Agreement dated as of May 18, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, Bausch & Lomb B.V., as Dutch Subsidiary Borrower, Holdings, Citibank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMorgan Chase Bank, N.A, as an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Lenders have agreed to extend credit to the Parent Borrower and the Dutch Subsidiary Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of Holdings and each Subsidiary party hereto is an affiliate of the Parent Borrower and the Dutch Subsidiary Borrower and will derive substantial benefits from the extension of credit to
ALL ASSETS SECURITY AGREEMENT (PLEDGE OF RECEIVABLES, MOVABLE ASSETS AND INTELLECTUAL PROPERTY RIGHTS) between Bausch & Lomb B.V. as Original Security Provider and Citibank, N.A. as Administrative AgentAll Assets Security Agreement • March 22nd, 2013 • WP Prism Inc.
PLEDGE OF SHARES relating to the pledge of shares (part sociale / Stammanteile) of BAUSCH & LOMB FRIBOURG SÀRL dated 15 June 2012 between BAUSCH & LOMB B.V. as Pledgor and CITIBANK, N.A. acting as Administrative Agent for itself and for and on behalf...Pledge of Shares • March 22nd, 2013 • WP Prism Inc.
GUARANTEE AGREEMENT (Dutch Subsidiary Borrower’s obligations) between Bausch & Lomb International Inc. in its capacity as general partner and for the account and risk of the limited partnership (commanditaire vennootschap) Bausch & Lomb Dutch Holdings...Guarantee Agreement • March 22nd, 2013 • WP Prism Inc.
DIRECTOR STOCK OPTION GRANT AGREEMENTDirector Stock Option Grant Agreement • March 22nd, 2013 • WP Prism Inc. • Delaware
THIS AGREEMENT, made as of this XXth day of Month Year between WP Prism Inc. (the “Company”) and Director’s Name, (the “Participant”).
BAUSCH & LOMB B.V. AS PLEDGOR CITIBANK, N.A. AS ADMINISTRATIVE AGENT BAUSCH & LOMB LUXEMBOURG S.À R.L. AS COMPANY PLEDGE OVER SHARES AGREEMENT (BAUSCH & LOMB LUXEMBOURG S.À R.L.)Pledge Over Shares Agreement • March 22nd, 2013 • WP Prism Inc. • Luxembourg
BAUSCH & LOMB LUXEMBOURG SARL as Assignor and CITIBANK, N.A. as Administrative Agent ASSIGNMENT AGREEMENT (relating to Intercompany Loan Receivables) CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND...Assignment Agreement • March 22nd, 2013 • WP Prism Inc.
U. S. GUARANTY dated as of May 18, 2012 among WP PRISM INC., as Holdings, BAUSCH & LOMB INCORPORATED, as the Parent Borrower BAUSCH & LOMB B.V., as the Dutch Subsidiary Borrower CERTAIN SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED to be identified...u.s. Guaranty • March 22nd, 2013 • WP Prism Inc.
Reference is made to the Credit Agreement dated as of May 18, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, Holdings, Citibank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMorgan Chase Bank, N.A, as an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiaries are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accor
