-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kvsiv3dUw6oCGssWh6VFvoVdzsCkVMBXOfx2IuWDBv0GJtMYYXUM9Y7zLiyzFJCe rRQgPLNgiHMe3IUNmvUBiQ== 0000901309-98-000044.txt : 19980803 0000901309-98-000044.hdr.sgml : 19980803 ACCESSION NUMBER: 0000901309-98-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980724 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980729 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04105 FILM NUMBER: 98672743 BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 7163386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LAMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 8-K 1 CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): July 24, 1998 Bausch & Lomb Incorporated ---------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-14105 16-0345235 -------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation One Bausch & Lomb Place, Rochester, New York 14604-2701 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (716)338-8444 Not Applicable ----------------------------------------------------------- (Former name or former address, if changed since last report.) -2- ITEM 5. OTHER EVENTS On July 24,1998, the Company entered into an underwriting agreement with Morgan Stanley & Co. Incorporated, for itself and as agent for the other underwriters named therein,(the "Debenture Underwriters") pursuant to which the Debenture Underwriters will purchase $200,000,000 7.125% Debentures Due August 1, 2028 (the "Debentures"). On July 24, 1998, Bausch & Lomb Incorporated (the "Company" or "Registrant") entered into underwriting agreements with Morgan Stanley & Co. Incorporated, Warburg Dillon Read, LLC and J. P. Morgan Securities Inc., in each case for itself and the other underwriters named therein, (the "Note Underwriters")pursuant to which the Note Underwriters; respectively, will purchase $100,000,000 6.15% Putable/Callable Notes Due August 1, 2011, $100,000,000 6.375% Putable/Callable Notes Due August 1, 20013, and $100,000,000 6.50% Notes Due August 1, 2025 (the "Notes"). The Company also agreed to enter into three separate remarketing agreements with respect to the Notes with Morgan Stanley & Co., Warburg Dillon Read LLC, and J.P. Morgan Securities, Inc., respectively. On May 13, 1998, the Company entered into Supplemental Indenture No. 1, supplementing the Indenture, dated as of September 1, 1991, between the Company and Citibank, N.A. The Company will enter into a Supplemental Indenture No. 2, to be dated July 29, 1998, with respect to the Notes. The Company filed with the Securities and Exchange Commission a Prospectus Supplement, dated July 29, 1998, with respect to offer of the Debentures and supplementing its Prospectus, dated February 13, 1998, which forms a portion of the Company's Registration Statement on Form S-3 (No. 333-45223) (the "Registration Statement"). The Company also filed with the Securities and Exchange Commission a Prospectus Supplement, dated July 29, 1998, with respect to offer of the Notes and supplementing its Prospectus, dated February 13, 1998, which forms a portion of the Registration Statement. This Report on Form 8-K contains the Underwriting Agreements with the Debentures Underwriters and the Note Underwriters, the Supplemental Indentures and the Remarketing Agreements with respect to the Notes, all of which are incorporated as exhibits to the Registration Statement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a. Financial Statements of Businesses Acquired. -3- None b. Pro Forma Financial Information. None. c. Exhibits 1.1 Form of Underwriting Agreement, dated July 24, 1998, between the Company and the Debenture Underwriters and the Note Underwriters. 1.2 Form of Remarketing Agreement, dated as of July 29, 1998, between the Company and Morgan Stanley & Co., Warburg Dillon Read LLC, and J.P. Morgan Securities, Inc. 3.1 Supplemental Indenture No. 1, dated May 13, 1998, between the Company and Citibank, N.A., as trustee ("Trustee"). 3.2 Supplemental Indenture No. 2, dated as of July 29, 1998, between the Company and the Trustee. -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 28, 1998 Bausch & Lomb Incorporated By: /s/ Alan H. Resnick ------------------ Vice President and Treasurer EX-1 2 UNDERWRITING AGREEMENT July 24, 1998 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule I hereto Ladies and Gentlemen: SECTION 1. Introductory. Bausch & Lomb Incorporated, a New York corporation (the "Company"), proposes to issue and sell the Debt Securities identified in Schedule I hereto (the "Securities") to the several Underwriters named in Schedule I hereto (the "Underwriters"), who are being represented by the representative named in Schedule I hereto (the "Representatives"). The Securities are to be issued pursuant to the provisions of an Indenture, dated as of September 1, 1991 as supplemented (hereinafter called the "Indenture"), between the Company and Citibank, N.A., as Trustee (the "Trustee"). The Company hereby agrees with the Underwriters as follows: SECTION 2. Representations, Warranties and Agreements of the Company . The Company represents and warrants to, and agrees with, the several Underwriters that: (a) A registration statement on Form S-3 (No. 333-4223), including a prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") and has been declared effective under the Securities Act of 1933, as amended (the "Act"), and any post-effective amendments filed with the Commission prior to the execution and delivery of this Agreement have been declared effective. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement was declared effective by the Commission, and "Effective Date" means the date of the Effective Time. No proceeding for the purpose of suspending such effectiveness has been initiated or threatened or, to the knowledge of the Company, is contemplated by the Commission. The various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time each such -2- part of the registration statement became effective, but excluding Form T-1 and, if applicable, including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act ("Rule 424(b)"), each as amended through and including the date hereof, is hereinafter referred to as the "Registration Statement." The prospectus (including the prospectus supplement relating to the Securities), in the form first filed, or transmitted for filing, with the Commission pursuant to Rule 424(b) under the Act on or after the date of this Agreement, is hereinafter referred to as the "Prospectus." Any preliminary prospectus included in such Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act or Rule 424(b) is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and to include the documents incorporated by reference therein pursuant to the applicable form under the Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Prospectus. (b) On the Effective Date, the Registration Statement conformed, on the date of this Agreement, the Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and Prospectus will conform in all material respects to the requirements of the Act and the rules and regulations (the "Rules and Regulations") of the Commission thereunder and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and do not and will not, as of the Effective Date as to the Registration Statement, as of its effective date as to any amendment thereto and as of its applicable filing date as to the Prospectus or any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) to statements or omissions in the Registration Statement or the Prospectus, as amended or supplemented, if applicable, based upon written -3- information furnished to the Company by the Representatives specifically for use therein. (c) The documents incorporated by reference in the Prospectus, at the time they became effective or were filed with the Commission, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or threatened or, to the knowledge of the Company, are contemplated by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all respects to the requirements of the Act and the Rules and Regulations and the Trust Indenture Act and did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives specifically for use therein. (e) The consolidated financial statements included or incorporated by reference in the Registration Statement and Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the results of their operations and the changes in their consolidated financial position for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved, except as indicated therein; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Pricewaterhouse Coopers L.L.P., who have certified certain -4- financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the Rules and Regulations. (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases properties or in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries considered as a whole. (g) Each subsidiary of the Company listed in Exhibit No. 21 to the Form 10-K annual report of the Company filed with the Commission under Section 13 of the Exchange Act for the most recent fiscal year which is a "significant subsidiary" as defined in Rule 405 of Regulation C of the Rules and Regulations (each a "Significant Subsidiary") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases properties or in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries considered as a whole. All of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable, and all such capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free and clear of any mortgage, pledge, lien, encumbrance or claim in equity except to the extent that certain of such shares may be held by nominee shareholders to satisfy local law requirements, in which event such nominee shareholders have delivered to the Company executed stock powers for such shares. (h) Neither the Company nor any of its Significant Subsidiaries is in violation of its or any of their charters or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it or any -5- of them is a party or by which it or any of them or their properties may be bound, except for such violations or defaults which taken in the aggregate would not have a material adverse effect on the Company and its subsidiaries taken as a whole; no consent, approval, authorization or order of any court or governmental authority or agency is required for the issue and sale of the Securities as contemplated herein and in the Indenture or the consummation by the Company of the transactions contemplated hereby and by the Indenture [and the Remarketing Agreement (as defined below)], except such as may be required under the Act, the Trust Indenture Act, the Rules and Regulations or state securities or Blue Sky laws; and the execution and delivery of this Agreement [, the Remarketing Agreement] and the issue and sale of the Securities as contemplated herein and in the Indenture and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will any such action result in any violation of the provisions of the charter or by-laws of the Company or any law, administrative regulation or administrative or court decree, except, in each case, where such conflict, breach, default, lien, charge or other encumbrance or violation would not have a material adverse effect on (i) the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole and (ii) the Company's ability to perform its obligations under this Agreement, the Indenture [, the Remarketing Agreement] or the Securities. (i) Since the respective dates as of which information is given in or incorporates by reference in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has not been any material adverse change in the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business, and (ii) there have not been any transactions entered into by the Company or any of its subsidiaries other than in the ordinary course of business which are material to the company and its subsidiaries considered as a whole. (j) The Company's operations and products, including the marketing thereof, are in compliance in all material respects with the -6- requirements, regulations and procedures established by all federal, state and foreign regulatory authorities having jurisdiction, including without limitation the federal Food and Drug Administration ("FDA"), the failure to comply with which would have a material adverse effect on the condition, financial or otherwise, earnings, or business of the Company and its subsidiaries considered as a whole. (k) Except as set forth or incorporated by reference in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which might result in any material adverse change in the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole, or might materially and adversely affect the properties or assets thereof or might materially and adversely affect the offering of the Securities in the manner contemplated by the Prospectus; and there are no material contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or the Rules and Regulations which have not been so filed. (l) [Each of] This Agreement [and the Remarketing Agreement (the "Remarketing Agreement") dated July __, 1998 between the Company and __________, as Remarketing dealer,] has been duly authorized, executed and delivered by the Company. (m) The Indenture has been duly authorized, executed and delivered by the Company and the Trustee, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (n) The Securities have been duly authorized and, when executed and authenticated in accordance with the terms of the Indenture and issued and delivered in accordance with the terms of this Agreement, will have been duly authorized, executed, authenticated, issued and delivered by the Company, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, will conform to the description -7- thereof contained in the Prospectus, and will be entitled to the benefits of the Indenture. SECTION 3. Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule I hereto. Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of immediately available funds payable to the order of the Company, all at the place and at the date and time set forth in Schedule I hereto, or at such other date and time as the Representatives and the Company may agree upon in writing, such date and time being herein called the "Closing Date." Certificates representing the Securities will be made available for checking and packaging at least twenty-four hours prior to the Closing Date at the office of the Trustee. SECTION 4. Offering by Underwritters. It is understood that the several Underwriters propose to offer the Securities for sale to the public on the terms and conditions as set forth in the Prospectus. SECTION 5. Covenants of the Company. The Company covenants and agrees with the several Underwriters that: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with the appropriate subparagraph of Rule 424(b) not later than the second business day following the execution and delivery of this Agreement: The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement as filed, or the related Prospectus, prior to the Closing Date, and will not effect such amendment or supplement without the Representatives' consent; the Company will also advise the Representatives promptly (i) of any amendment or supplement to the Registration Statement or the Prospectus (except for periodic or current reports filed under the Exchange Act), (ii) of receipt of notification of the institution by the Commission of any stop order proceedings in respect of the -8- Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or any Prospectus, (iii) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (iv) of any request by the Commission to amend or supplement the Registration Statement or Prospectus or for additional information; and the Company will use its reasonable commercial effort to best efforts to prevent the issuance of any such stop order or of any order preventing or suspending the use of any Preliminary Prospectus or any prospectus or suspending any such qualification and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would, in the judgment of the Representatives, include an untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Exchange Act, the Trust Indenture Act or any other law, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will notify the Representatives and upon their request prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus complying with Section 10(a) of the Act which will correct such statement or omission or effect such compliance. (c) The Company will make generally available to its security holders as soon as practicable, but in any event no later than eighteen months after the "effective date of the Registration Statement" (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (d) The Company will deliver to each of the Representatives a conformed copy of the Registration Statement and each amendment thereto for each of the Underwriters (including documents incorporated therein by reference). -9- (e) The Company will take such action as the Representatives may reasonably request, in cooperation with the Representatives, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. (f) During the period of five years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, and the Company will furnish to the Representatives (1) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request, provided such information shall not include any material non-public information. (g) During the period beginning on the date hereof and continuing to and including the Closing Date, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after the Closing Date other than the Securities without the Representatives' prior written consent. (h) During the period when the prospectus relating to the Securities is required to be delivered under the Act, the Company will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act. SECTION 6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date hereof and as of the Closing Date with the same force and effect as if made as of that date, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: -10- (a) The Company shall have filed the Prospectus with the Commission pursuant to Rule 424(b) in the manner and within the applicable time period prescribed for such filing by the Rules and Regulations and in accordance with Section 5(a) hereof. Prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company or the Representatives threatened by the Commission; and the Company shall have complied with all requests for additional information on the part of the Commission to the reasonable satisfaction of the Representatives. (b) The Representatives shall have received a written opinion, dated the Closing Date, of Robert B. Stiles, Esq., Senior Vice President and General Counsel of the Company, to the effect that: (i) The Company and each of its Significant Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented, and, to the best of such counsel's knowledge and information after reasonable investigation, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases properties or in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries considered as a whole. All of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable, and all of such capital stock, to the best of such counsel's knowledge and information, is owned by the Company free and clear of any pledge, lien, encumbrance or claim in equity except to the extent that certain of such shares may be held by nominee shareholders to satisfy local law requirements, in which event such nominee shareholders have delivered to the Company executed stock powers for such shares. (ii) The Securities have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture. -11- (iii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and the Indenture has been duly qualified under the Trust Indenture Act. (iv) This Agreement has been duly authorized, executed and delivered by the Company. [Each of this Agreement and the Remarketing Agreement has been duly authorized, executed and delivered by the Company.] (v) Except as set forth, or incorporated by reference, in the Prospectus, there is not pending or, to the knowledge of such counsel, threatened, any action, suit or proceeding (including arbitration) to which the Company or any of its subsidiaries is a party before or by any court or governmental agency or body or arbitrator, domestic or foreign, which would result in any material adverse change in the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole. (vi) The Company holds all necessary licenses, permits and authorizations from regulatory authorities required in its operations and for the marketing of its products, failure to hold which would have a material adverse effect on the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole. (vii) No consent, approval, authorization or order of any court or governmental authority or agency is required for the issue and sale of the Securities or the consummation of the transactions contemplated by this Agreement or the Indenture, except such as may be required under the Act, the Trust Indenture Act, the Rules and Regulations or state securities or Blue Sky laws; and, to the best of such counsel's knowledge and information, the execution and delivery of this Agreement and the Securities and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries -12- pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party of by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject the breach of default under or failure to be in compliance with would have a material adverse effect on the condition, financial or otherwise, earnings or business of the Company and its subsidiaries taken as a whole, nor will such action result in any violation of the provisions of the charter or by-laws of the Company, or any law, administrative regulation or administrative or court decree. (viii) The descriptions in the Registration Statement and Prospectus, other than as described under the heading "United States Federal Income Taxation", of statutes legal and governmental proceedings, contracts and other documents are accurate in all material respects and fairly present the information required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Prospectus that are not described in the Registration Statement or Prospectus (or required to be described in filings filed under the Exchange Act if upon such filing they would be incorporated therein, in whole or in part, by reference) or to be filed as exhibits to the Registration Statement that are not described and filed as required. (ix) The Registration Statement is effective under the Act and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act or proceedings therefor initiated or threatened by the Commission. (x) The statements set forth in the Prospectus under the headings "Description of Debt Securities" and "Plan of Distribution" and in the Prospectus Supplement under the headings "Description of Debentures [Offered Securities]" no and in the Registration Statement under Item 15 insofar as such statements constitute a summary of the legal matters or documents referred to therein are an accurate summary of such legal matters or documents. -13- (xi) Such counsel (1) is of the opinion that each document incorporated by reference in the Registration Statement and the Prospectus (other than the financial statements, as to which no opinion need be rendered) complied as to form when filed with the Commission in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder, (2) is of the opinion that the Registration Statement (other than the financial statements included therein, as to which no opinion need be expressed) complies as to form in all material respects with the requirements of the Act, the Trust Indenture Act, the Rules and Regulations, and (3) has no reason to believe that (other than the financial statements included therein, as to which no belief need be expressed and except for that part of the Registration Statement that constitutes the Form T-1 hereinafter referred to) any part of the Registration Statement, at the time such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that as of the date of such opinion, the Prospectus, as amended or supplemented and including the documents incorporated therein by reference, contained any untrue statements of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Representatives shall have received from Davis Polk & Wardwell, counsel for the Underwriters, an opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Indenture, the Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have been furnished with such documents and opinions as they may reasonably request. [(d) The Representatives shall have received from Nixon, Hargrave, Devans & Doyle LLP, special tax counsel to the Company, an opinion dated the date hereof confirming that the information set forth in the Prospectus Supplement under the caption "United States Federal Taxation", subject to the limitations therein, fairly present the principal potential United States federal income tax consequences of ownership and dispositions of the Securities to the holders described therein under current law.] -14- (e) [(f)] Since the respective dates as of which information is given in the Registration Statement and the Prospectus, as amended or supplemented, there shall not have been a material adverse change in the condition, financial or otherwise, earnings, or business of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business, the effect of which is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the purchase by the Representatives of the Securities from the Company on the terms and in the manner contemplated in the Prospectus as amended and supplemented. (f) [(g)] The Representatives shall have received from the President or any Vice President and a principal financial or accounting officer of the Company a certificate, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that there have not been, since the respective dates as of which information is given or incorporated by reference in the Registration Statement and the Prospectus, any material transactions entered into by the Company or any of its subsidiaries other than in the ordinary course of business, except as set forth in or contemplated by the Prospectus; that the representations and warranties of the Company herein are true and correct with the same force and effect as though made on and as of the Closing Date; that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened or are contemplated by the Commission. (g) [(h)] The Representatives shall have received from Pricewaterhouse Coopers L.L.P., Arthur Andersen LLP and KPMG Peat Marwick LLP independent public accountants, a letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. (h) [(i)] The Company shall have executed and delivered the Remarketing Agreement.] SECTION 7. The Company will pay or cause to be paid the following, provided that such expenses have been authorized and -15- approved in advance by the Company: all costs, expenses, fees, disbursements and taxes incident to (i) the preparation by the Company, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), the Prospectus, each Preliminary Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the preparation, printing (including word processing and duplication costs) and delivery of any Agreement Among Underwriters, this Agreement, the Indenture, Blue Sky and Legal Investment Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities, (iii) the registration with the Commission, and the issuance by the Company, of the Securities, (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including the reasonable fees and disbursements of counsel for the Underwriters relating thereto), (v) fees and expenses, if any, incurred in connection with the listing of the Securities on any stock exchange, (vi) any filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, (vii) any fees charged by securities rating services for rating the Securities, (viii) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities and (ix) the performance by the Company of its other obligations under this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not specifically provided for in this Section 7. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 11 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 8 hereof, but if for any other reason the Securities are not delivered by or on behalf of the Company as provided herein, the Company shall reimburse the Representatives for all reasonable out-of-pocket expenses incurred by the Representatives in connection with marketing and preparing for the purchase, sale and delivery of the Securities, including the reasonable fees and disbursements of counsel for the Underwriters, but the Company shall then be under no further liability to any Underwriter except as provided herein and in Section 8 hereof. SECTION 8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities or judgments (including, without limiting the foregoing, the reasonable legal and other expenses incurred in connection with investigating or defending any action, suit or proceeding or any claim asserted, as such expenses are incurred) arising out of or based on any untrue statement or alleged untrue -16- statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by the Representatives expressly for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have to the persons referred to above in this Section 8(a). (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities or judgements (including, without limiting the foregoing, the reasonable legal and other expenses incurred in connection with investigating or defending any action, suit or proceeding or any claim asserted, as such expenses are incurred) arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information furnished in writing to the Company by the Representatives expressly for use therein. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have to the persons referred to above in this Section 8(b). (c) In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be instituted involving any person in respect of which indemnity may be sought pursuant to any of the two preceding paragraphs, such person (hereinafter called the indemnified party) shall promptly notify the person against whom such indemnity may be sought (hereinafter called the indemnifying party) in writing. The indemnifying party, upon request of the indemnified party, shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others that the indemnifying party may designate and shall pay the fees and disbursements of such counsel related to such proceeding. In any such action or proceeding any indemnified party shall have the right to -17- retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control Underwriters within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, and (b) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons of Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the -18- offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportions as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in the immediately preceding paragraph shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of Section 8(d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to Section 8(d) are several in proportion -19- to the respective principal amounts of Securities to be purchased by them and not joint. SECTION 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or in certificates of officers of the Company furnished pursuant hereto, including indemnity and contribution agreements, shall remain operative and in full force and effect, regardless of any termination of this Agreement, or any investigation, or any statement as to the results thereof, made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its officers or directors or controlling persons, and shall survive acceptance of and payment for the Securities hereunder. If for any reason the purchase of the Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 7, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect. SECTION 10. Termination. This Agreement may be terminated for any reason at any time prior to the delivery and payment of the Securities on the Closing Date by the Representatives upon the giving of written notice of such termination to the Company, if prior to such time (i) there shall have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, (A) any material adverse change in the condition, financial or otherwise, earnings or business of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business, or (B) any material transaction entered into by the Company or any subsidiary other than in the ordinary course of business which has not been described in or incorporated by reference in the Registration Statement or the Prospectus as of the date of this Agreement, or (ii) there occurred any outbreak or escalation of hostilities or other calamity or crisis or material change in existing national or international financial, political, economic or securities market conditions, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities in the manner contemplated in the Prospectus or enforce contracts for the sale of the Securities, or (iii) reporting of bid and asked prices of the Common Stock of the Company shall have been suspended by the National Association of Securities Dealers, Inc., or trading in the Common Stock of the Company shall have been suspended by the Commission or a national securities exchange, or trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium -20- shall have been declared by either Federal or New York authorities or (iv) any downgrading shall have occurred in the rating accorded any of the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities. In the event of any such termination, the provisions of Section 7, the indemnity agreement and contribution provisions set forth in Section 8, and the provisions of Sections 9 and 14 shall remain in effect. SECTION 11. Default. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of the Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Securities that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Securities without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of the Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the -21- Underwriters shall be directed to the Representatives at their address(es) set forth in Schedule I hereto, and notices to the Company shall be directed to it at Bausch & Lomb Inc., One Bausch & Lomb Place, Rochester, New York 14604, Attention: Corporate Treasurer. SECTION 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Company, its directors and officers who signed the Registration Statement, the Underwriters, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of the Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. SECTION 16. Representation of Underwriters. The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all Underwriters. In the event that no Underwriters are named in Schedule I hereto, the term "Underwriters" shall be deemed for all purposes of this Agreement to be the Underwriter or Underwriters named as Representatives in Schedule I hereto, the principal amount of the Securities to be purchased by any Underwriter shall be the amount set forth opposite its name in Schedule I hereto and all references to the "Representatives" shall be deemed to be the Underwriter or Underwriters named in such Schedule I. -22- If the foregoing is in accordance with your understanding of our agreement, please sign this Agreement and return to us a counterpart hereof, whereupon this letter shall constitute a binding agreement between the Company and each of the Underwriters in accordance with its terms. Very truly yours, BAUSCH & LOMB INCORPORATED By:____________________________ Name: Title: The foregoing Underwriting Agreemen is hereby confirmed and accepted as of thedate set forth in Schedule I hereto. MORGAN STANLEY & CO. INCORPORATED [MORGAN STANLEY & CO. INCORPORATED WARBURG DILLON READ LLC J.P. MORGAN SECURITIES INC.] Acting severally on behalf of themselves and as Representatives of the several Underwriters, if any, named in Schedule I hereto. By:________________________ Name: Title: -23- SCHEDULE I Underwriting Agreement dated July 24, 1998 Registration Statement No. 333-45223 Representatives: [Morgan Stanley & Co. Incorporated Morgan Stanley & Co. Incorporated Warburg Dillon Read LLC, J.P. Morgan Securities Inc.] Title and Description of Securities: Aggregate Principal Amount: $200,000,000 [$100,000,000] Price to Public: Purchase Price by Underwriter (include accrued interest or amortization if applicable): ____% plus accrued interest, if any from ____ __, 1998 Maturity: Interest Rate: Interest Payment Dates: Regular Record Dates: Redemption Provisions: The Securities are redeemable in whole or in part, at the option of the Company at a price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present value of the remaining scheduled payments of principal thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield (as defined in the Prospectus) plus _____ -24- basis points, plus in each case accrued interest to the date of redemption. Call Option; Mandatory Put: On ______ __, holders of the Securities will be entitled to receive 100% of the principal amount thereof either (i) through the exercise of a call option, as provided for in the Indenture and the Remarketing Agreement or (ii) in the event the call option is not exercised or the call price is not paid, the automatic exercise of a mandatory put to the Company by the Trustee on behalf of the holders f the Securities, as provided for in the Indenture and the Remarketing Agreement. Sinking Fund Provisions: None Resale by the Remarketing Deal: If, in the reasonable opinion of counsel (which may be internal counsel) for either of [Morgan Stanley & Co. Incorporated Warburg Dillon Read LLC J.P.Morgan Securities Inc.] or the Company, a Prospectus is required by the Securities Act to be delivered in connection with any sale of the Securities by the Remarketing Dealer, or any of its affiliates following the exercise of its right to remarket the Securities (as set forth in the Indenture and the Remarketing Agreement), the Company shall prepare and file with the Commission (a) a supplement to a prospectus or (b) a registration statement (which may be in the form of a post-effective amendment to an existing registration statement), in each case so as to provide to the Remarketing Dealer such prospectus as may be necessary for such purpose. In connection with the Remarketing Dealer's resale of the Securities, the Company shall, -25- no later than the Coupon Reset Date, furnish (a) to the Remarketing Dealer and any such number of copies of such Prospectus or offering memorandum as it may reasonably request; and (b) to the Remarketing Dealer, (i) an officers' certificate to the effect set forth in Section 5(d)(iii) of the Underwriting Agreement; (ii) an opinion of internal counsel for the Company covering the matters set forth in Sections 5(d)(i) of the Underwriting Agreement; and a "comfort" letter from the independent accountants for the Company substantially to the effect set forth in Section 5(d)(iv) of the Underwriting Agreement. The Company and the Remarketing Dealer shall each provide indemnification in substantially the form set forth in Section 8 of the Underwriting Agreement. Payments under the Remarketing Agreement: SALE AND DELIVERY PROVISIONS UNDER SECTION 3: Obligation to Purchase is: several and not joint / / several and not joint; provided, however that, notwithstanding the provisions of Section 9 of the Underwriting Agreement, the Representative(s) listed above will, subject to the terms and conditions hereof, purchase or cause to be purchased any Securities which any defaulting Underwriter or Underwriters have agreed but failed or refused to purchase pursuant to Section 3 hereof /x/ joint and several / / -26- Payment to Be Made in: New York Clearinghouse (next day) funds o or Federal (same day) funds /x/ Delivery of Securities: Physical delivery to Underwriters through Representatives / / or delivery to Underwriters through facilities of DTC by delivery to DTC of one or more definitive global securities in book-entry form /x/ CLOSING DATE, TIME AND LOCATION: July 29, 1998, 9:00 a.m., Davis Polk & Wardwell, 450 Lexington Avenue New York, NY 10017 ADDRESS FOR NOTICE TO REPRESENTATIVES: c/o [Morgan Stanley & Co. Inc 1585 Broadway, 3rd Floor New York, NY 10036 Attn: DPG Legal & Documentation Warburg Dillon Reed LLC 677 Washington Street Stamford, CT 06912 Attn: J.P. Morgan Securities Inc. 60 Wall Street New York, NY 10260 EX-1 3 EXHIBIT 1.2 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of July __, 1998 (this "AGREEMENT"), between BAUSCH & LOMB INCORPORATED, a New York corporation (the "COMPANY"), and [MORGAN STANLEY & CO. INCORPORATED] [[UNION BANK OF SWITZERLAND AG, LONDON BRANCH]] [[[J.P. MORGAN SECURITIES INC.]]] (["MORGAN STANLEY"] [["UBS"]] [[["J.P. MORGAN"]]]and, in its capacity as the remarketing dealer hereunder, the "REMARKETING DEALER") [[and WARBURG DILLON READ, LLC, ("WDR" and in its capacity as calculation agent the "CALCULATION AGENT")]]. The Company proposes to issue and sell its[ ___% Putable/Callable Notes due ______ __, 2011] [[___% Putable/Callable Notes due ______ __, 2013]] [[[___% Putable/Callable Notes due ______ __, 2025]]] (the "NOTES"), described in the Prospectus Supplement, dated July __, 1998 (the "PROSPECTUS SUPPLEMENT"), to the Prospectus (the "BASE PROSPECTUS"), dated February 13, 1998 included in the registration statement on Form S-3 filed with the Securities and Exchange Commission (the "COMMISSION") (Registration No.333-45223). The Notes are to be issued pursuant to an indenture dated as of September 1, 1991 (as supplemented, the "INDENTURE"), between the Company and Citibank, N.A., as Trustee, in an aggregate principal amount of $100,000,000. The Notes will be issued and the terms thereof established in accordance with the Indenture, the form of note (the "FORM OF NOTE"), the Prospectus Supplement and the Base Prospectus. The interest rate on the Notes will be ___% upon issuance and may be reset in accordance with Section 4(d) and the Form of Note attached hereto as Appendix A. Capitalized terms used but not defined herein shall have the same meanings as in the Form of Note or the Indenture. NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows: SECTION 1. Appointment of Remarketing Dealer. (a) The Company hereby appoints [Morgan Stanley] [[UBS]] [[[J.P. Morgan]]] as the Remarketing Dealer for the purpose of remarketing the Notes and calculating the Coupon Reset Rate (as defined below). (b) All acts taken by the Remarketing Dealer [[or the Calculation Agent]] under this Agreement or in connection with the Notes, including the calculation of the Coupon Reset Rate, shall be deemed to have been taken [[by -2- each of]] by the Remarketing Dealer [[and the Calculation Agent]] solely in its capacity as an agent acting on behalf of the Company under this Agreement and shall not create or imply any obligation to, or any agency or trust relationship with, any holder or beneficial owner of Notes. SECTION 2. Representations and Warranties. (a) Each party represents and warrants to the other party that: (i) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing. (ii) Powers. It has the power to execute, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. (v) Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (vi) Absence of Litigation There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement. (vii) Non-Reliance.It is acting for its own account, and it had made its own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. -3- It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Agreement. (viii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement. It is also capable of assuming, and assumes, the risks of this Agreement. (ix) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Agreement. (b) The Company represents and warrants to the Remarketing Dealer that: no Event of Default under the Indenture has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. SECTION 3. The Company hereby covenants with [Morgan Stanley] [[UBS]] [[[J.P. Morgan]]] and the Remarketing Dealer as follows: (a) Maintain Authorizations. The Company shall use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement and shall use all reasonable efforts to obtain any that may become necessary in the future. (b) Comply with Laws. The Company shall comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement. (c) Purchase of Notes. Expect as described in Section 4(g) hereof, without the prior approval of the Remarketing Dealer, the Company may not purchase any of the Notes provided, however, that after the Coupon Reset Date the Company may purchase the Notes without the prior approval of the Remarketing Dealer. (d) Book-entry Form. At all times prior to, and including, the Coupon Reset Date, notwithstanding any provisions to the contrary set forth in the -4- Indenture, (i) the Company shall use its best efforts to maintain the Notes in book-entry form with The Depository Trust Company or any successor thereto and to appoint a successor depository to the extent necessary to maintain the Notes in book-entry form (The Depository Trust Company or any such successor, "DTC") and (ii) the Company shall waive any discretionary right it otherwise may have under the Indenture to cause the Notes to be issued in certificated form. (e) Compliance With Coupon Reset Process. If requested by the Remarketing Dealer, the Company shall enforce, for the benefit of the Remarketing Dealer, compliance by the holders and beneficial owners of the Notes with the terms of the Notes and the Indenture relating to the purchase rights of the Remarketing Dealer. (f) During the five Business Day period ending on the Coupon Reset Date, the Company will not, without the consent of the Remarketing Dealer, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities with a maturity of more than one year. SECTION 4. Appointment and Obligations of the Remarketing Dealer[[and the Calculation Agent]] . (a) On the terms, but subject to the conditions, of this Agreement, [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] hereby accepts the appointment as the exclusive Remarketing Dealer [[Calculation Agent]] with respect to the Notes. (b) It is expressly understood and agreed by the parties hereto that the obligations of the Remarketing Dealer hereunder to purchase the Notes to be remarketed on the Coupon Reset Date are conditioned on (i) the issuance and delivery of such Notes pursuant to the terms and conditions of the Underwriting Agreement and (ii) the Remarketing Dealer's election on the Notification Date to purchase the Notes for remarketing on the Coupon Reset Date. (c) Prior to 4:00 p.m., New York time, on a Business Day not later than 15 calendar days prior to the Coupon Reset Date (the "NOTIFICATION DATE"), the Remarketing Dealer may notify the Company and the Trustee in writing (the "REMARKETING NOTIFICATION") that the Remarketing Dealer elects to purchase all but not less than all of the Notes on the Coupon Reset Date. If, and only if, the Remarketing Dealer gives the Remarketing Notification, the Notes shall be subject to mandatory purchase by the Remarketing Dealer for remarketing on the Coupon Reset Date, subject to the conditions described herein. The Remarketing Notification may be revoked by the Remarketing Dealer at any time prior to 4:00 p.m., New York time, on the third Business Day preceding the Coupon Reset Date. (d) If the Remarketing Dealer gives the Remarketing Notification, the following steps (the "COUPON RESET PROCESS") shall be taken in order to -5- determine the interest rate to be paid on the Notes from and including the Coupon Reset Date to the Maturity Date. The Company [[,]] and the Remarketing Dealer [[and the Calculation Agent]] shall use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible. Notwithstanding the foregoing, the Coupon Reset Process shall not start or occur if any Termination Event occurs and, if the Coupon Reset Process has commenced at the time of any Termination Event, the Coupon Reset Process shall automatically terminate upon the occurrence of such Termination Event. (i) The Company shall provide the Remarketing Dealer [[Calculation Agent]] with (A) a list (the "DEALER LIST"), no later than five Business Days prior to the Coupon Reset Date, containing the names and addresses of no fewer than three and no more than five dealers and one of which shall be the Remarketing Dealer [[Calculation Agent]], from which the Company desires the Remarketing Dealer [[Calculation Agent]] to obtain the Bids (as defined below) for the purchase of such Notes, and (B) a copy of any other material reasonably requested by the Remarketing Dealer [[Calculation Agent]] to facilitate a successful Coupon Reset Process. (ii) Within one Business Day following receipt by the Remarketing Dealer [[Calculation Agent]] of the Dealer List, the Remarketing Dealer [[Calculation Agent]] shall provide to each dealer ("DEALER") on the Dealer List (A) a copy of the Prospectus Supplement and the Base Prospectus, (B) a copy of the Form of Note and (C) a written request that each such Dealer submit a Bid to the Remarketing Dealer no later than 3:00 pm, New York time, on the third Business Day prior to the Coupon Reset Date (the "BID DATE"). "BID" shall mean 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 a stated yield to maturity on the Notes ("YIELD TO Maturity"). Each Dealer shall also be provided with (A) the name of the Company, (B) an estimate of the Purchase Price (which shall be stated as a US Dollar amount and be calculated by the Remarketing Dealer [[Calculation Agent]] in accordance with paragraph (iii) below), (C) the principal amount and Maturity Date of the Notes and (D) the method by which interest will be calculated on the Notes. (iii) The purchase price that would be paid by any Dealer for the Notes (the "PURCHASE PRICE") shall be equal to (A) the total principal amount of the Notes, plus (B) a premium (the "NOTES PREMIUM") which shall be equal to the excess, if any, on the Coupon Reset Date of (1) the discounted present value to the Coupon Reset Date of a bond with a maturity of ______ __, [2011] [[2013]] [[[2025]]] which has an interest rate of ___%, semiannual interest payments on each ______ __ and -6- ______ __, commencing ______ __ ____, and a principal amount equal to the principal amount of the Notes, and assuming a discount rate equal to the Treasury Rate over (2) the 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 ____ -year United States Treasury security per Telerate page 500, or any successor page, no later than 3:00 pm, New York time, on the Bid Date (or such other date and time 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 time, on the Bid Date (or such other date and time that may be agreed upon by the Company and the Remarketing Dealer). (iv) The Remarketing Dealer [[Calculation Agent]] shall provide written notice to the Company and the [[Remarketing Dealer]] as soon as practicable on the Bid Date setting forth (A) the names of each of the Dealers from whom such Remarketing Dealer received Bids on the Bid Date, (B) the Bid submitted by each such Dealer and (C) the Purchase Price as determined pursuant to paragraph (iii) above. Except as provided below, the Remarketing Dealer [[the Calculation Agent]] shall thereafter select from the Bids received the Bid with the lowest Yield to Maturity (the "SELECTED BID"); provided, however, that (A) if the Remarketing Dealer [[the Calculation Date]] 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. The Remarketing Dealer [[the Calculation Date]] shall set the Coupon Reset Rate equal to the interest rate which would amortize the Notes Premium fully over the term of the Notes at the Yield to Maturity indicated by the Selected Bid, and (B) if any two or more of the lowest Bids are equivalent, the Company shall in its discretion select any of such equivalent Bids (and such selected Bid shall be the Selected Bid). In all cases, [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] shall have the right to match the Bid with the lowest Yield to Maturity whereby [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]]'s Bid shall be the Selected Bid. (v) Immediately after calculating the Coupon Reset Rate, the Remarketing Dealer [[Calculation Agent]] shall provide written notice to the Company [[, the Remarketing Dealer]] and the and the Trustee, setting forth such rate. At the request of the Holders, the Remarketing Dealer shall provide to the Holders the Coupon Reset Rate. The Coupon Reset Rate for such Notes will be effective from and including the Coupon Reset Date. (e) If the Remarketing Dealer gives the Remarketing Notification, unless a Termination Event (as defined below) occurs, (i) not later than 2:00 p.m., New York time, on the Business Day prior to the Coupon Reset Date, the -7- Remarketing Dealer shall deliver to the Trustee in immediately available funds an amount equal to 100% of the principal amount of the Notes for payment to the beneficial owners of the Notes, (ii) the Company shall make, or cause the Trustee to make, payment of interest and principal to each beneficial owner of Notes due on the Coupon Reset Date by book-entry through DTC by 1:00 p.m., New York City time, on the Coupon Reset Date and (iii) each beneficial owner of Notes will be required to deliver and will be deemed to have delivered such Notes to the Remarketing Dealer against payment therefor at 1:00 p.m., New York time, on the Coupon Reset Date by book-entry through DTC. No holder or beneficial owner of Notes or any interest therein will have any right or claim against the Remarketing Dealer's decision whether or not to give the Remarketing Notification or performance or nonperformance with respect thereto. (f) If any Termination Event occurs or if the Remarketing Dealer fails to make the payment required under Section 4(e)(i) other than due to the occurrence of a Market Disruption Event, the Company shall repurchase the entire principal amount of the Notes on the Coupon Reset Date at a price equal to 100% of the principal amount of the Notes plus all accrued and unpaid interest, if any, on the Notes to but excluding the Coupon Reset Date; provided, that any such repurchase by the Company as a result of clause (ii) above shall not constitute a waiver of any claim for breach of this Agreement that the Company may have against the Remarketing Dealer. In any such case, payment shall be made by the Company by book-entry through DTC by 1:00 p.m., New York City time, on the Coupon Reset Date against delivery through DTC of the Notes. (g) 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, in its sole and absolute discretion, by notice in writing to the Remarketing Dealer and the Trustee, to terminate the Coupon Reset Process. (h) Upon the occurrence of a Settlement Event (as defined below), the Company shall pay to the Remarketing Dealer the Settlement Amount promptly following calculation thereof. (i) For purposes of this Agreement: "AFFILIATE" shall mean, in relation to any party, any entity controlled, directly or indirectly, by the party, any entity that controls, directly or indirectly, the party or any entity directly or indirectly under a common control with the party. For this purpose, "control" of any entity or party means ownership of a majority of the voting power of the entity or party. "MARKET DISRUPTION EVENT" shall mean any of the following events, if such events occur or are continuing on any day from, and including, the -8- Notification Date to, and including, the Coupon Reset Date in the judgment of the Remarketing Dealer: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the establishment of minimum prices on such exchange; (b) a general moratorium on commercial banking activities declared by either federal or New York State authorities; (c) an outbreak or escalation of hostilities or other calamity or crisis or material change in existing national or international financial, political, economic or securities market conditions; (d) an outbreak or escalation, of major hostilities involving the, United States of America or the declaration of a national emergency or war by the United States of America; (e) any material disruption of the U.S. Treasury securities market, U.S. corporate bond market or U.S. federal wire system or (f) the occurrence of any material adverse change, in the condition, financial or otherwise, earnings or business of the Company and its subsidiaries, considered as a whole, whether or not arising in the ordinary course of business; provided, in each case, that in the judgment of the Remarketing Dealer the effect of the foregoing makes it impracticable or inadvisable to conduct the Coupon Reset Process or to remarket the Notes or to enforce contracts for the sale of the Notes. "REFERENCE DEALER" shall mean a market dealer, selected in good faith by [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]], subject to the approval of the Company which shall not unreasonably withheld, that makes markets in derivative transactions for corporate and U.S. Treasury securities in the normal course of business. "SETTLEMENT AMOUNT" shall mean the fair market value, as of the date of the termination of this Agreement, of the option to receive the Notes Premium on the Coupon Reset Date from a financial institution rated Aa/AA by Moody's or S&P, respectively. If this Agreement terminates on or after 15 calendar days prior to the Coupon Reset Date, then the Settlement Amount shall be deemed to equal the Notes Premium (calculated as if the Coupon Reset Date were the date of termination of the Agreement). Fair market value shall be determined by [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]], by requesting bids from five Reference Dealers, one of which shall be [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]], within five Business Days of the date this Agreement terminates. [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] shall (i) if five bids were made, disregard the lowest and the highest bid and (ii) average such bids to determine the fair market value; provided that, if [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] has not received a bid within 10 Business Days following the request for such bid, the fair market value shall be the average of the bids that have been received by 5:00 p.m. as of the tenth Business Day following [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]]'s initial request for such bids. If [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] determines that the bids provided do not reflect a reasonably accurate valuation of the Settlement Amount, the Settlement Amount shall equal the amount that [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]] and the Company -9- reasonably determine in good faith to be the total losses and costs of the Remarketing Dealer in connection with this Agreement. "SETTLEMENT EVENT" means any of the following: (a) at any time on or prior to the sale of the Notes on the Coupon Reset Date, (i) an Event of Default (as defined in the Indenture) has occurred and is continuing under Sections 501 (3) or (4) under the Indenture (in which case, the occurrence of a Settlement Event is at the Remarketing Dealer's option), (ii) a default, event of default or other 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, the occurrence of a Settlement Event is at the Remarketing Dealer's option), (iii) the Company or any of its subsidiaries has defaulted in making one or more payments on the due date thereof in an aggregate 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, the occurrence of a Settlement Event is at the Remarketing Dealer's option), (iv) an Event of Default has occurred and is continuing under Sections 501(6) or (7) under the Indenture (in which case, the occurrence of a Settlement Event is automatic), or (v) the Notes shall have been assigned a rating below Investment Grade by any of the Rating Agencies (in which case, the occurrence of the Settlement Event is at the Remarketing Dealer's option), (b) if less than two Dealers have submitted Bids in a timely manner (in which case, the occurrence of a Settlement Event is automatic), or (c) the Company terminates the Coupon Reset Process pursuant to Section 4(g) (in which case, the occurrence of a Settlement Event is automatic), or (d) a Defeasance or a Covenant Defeasance with respect to the Notes occurs pursuant to Section 1302 or 1303, respectively, of the Indenture (in which case, the occurrence of a Settlement Event is automatic), or (e) the Remarketing Dealer fails to make the payment required under Section 4(e)(i) due to the occurrence of a Market Disruption Event (in which case, the occurrence of a Settlement Event is automatic). For purposes of the foregoing, "RATING AGENCY" shall mean Standard & Poor's Corporation and its successors and Moody's 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 Moody's. "TERMINATION EVENT" means (i) the Remarketing Dealer does not give the Remarketing Notification, (ii) the Remarketing Dealer validly revokes the Remarketing Notification, (iii) prior to the Notification Date the Remarketing Dealer resigns and no successor has been appointed or (iv) any Settlement Event. -10- SECTION 5. Fees and Expenses. For its services in performing its duties set forth herein, the Remarketing Dealer shall not receive any fees or reimbursement of expenses from the Company other than as provided in Sections 4(h) and 8. SECTION 6. Resignation of the Remarketing Dealer. The Remarketing Dealer may resign at any time as Remarketing Dealer, such resignation to be effective ten Business Days after the delivery to the Company and the Trustee of notice of such resignation. The Company may appoint a new Remarketing Dealer other than the incumbent Remarketing Dealer if the incumbent Remarketing Dealer resigns. If a new Remarketing Dealer is appointed pursuant to this Section 6, the Company shall provide the Trustee with notice thereof. SECTION 7. Appointment of Successor Remarketing Dealer. Any successor Remarketing Dealer appointed by the Company or by a court pursuant to the provisions of Section 6 shall execute and deliver to the incumbent Remarketing Dealer and to the Company an instrument accepting such appointment and thereupon such successor Remarketing Dealer shall, without any further act or instrument, become vested with all the rights, immunities, duties and obligations of the incumbent Remarketing Dealer, with like effect as if originally named as initial Remarketing Dealer hereunder, and the incumbent Remarketing Dealer shall thereupon be obligated to transfer and deliver, and such successor Remarketing Dealer shall be entitled to receive and accept, copies of any available records maintained by the incumbent Remarketing Dealer in connection with the performance of its obligations hereunder. SECTION 8. Indemnification. The Company shall indemnify and hold harmless [Morgan Stanley] [[WDR]] [[[J.P. Morgan]]], the Remarketing Dealer and their respective officers and employees from and against all actions, claims, damages, liabilities and losses, and costs and expenses related thereto (including reasonable legal fees and costs) relating to or arising out of actions or omissions in any capacity hereunder, except actions, claims, damages, liabilities, losses, costs and expenses caused by the bad faith, gross negligence or wilful misconduct of such indemnified party. This Section 8 shall survive the termination of the Agreement and the payment in full of all obligations under the Notes and this Agreement, whether by purchase, repurchase, redemption or otherwise. SECTION 9. Merger, Consolidation or Sale of Business by Remarketing Dealer. Any corporation or other entity into which the Remarketing Dealer may be merged, converted or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which such Remarketing Dealer may be a party, or any corporation or other entity to which such Remarketing Dealer may sell or otherwise transfer all or substantially all of its business, shall, to the extent permitted by applicable law, become the Remarketing Dealer under -11- this agreement without the execution of any document or any further act by the parties hereto. SECTION 10. Notices. Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter, telecopy or telex or communicated by telephone (subject, in the case of communication by telephone, to written confirmation dispatched within 24 hours) to the addresses given below or such other address as each party hereto may subsequently designate in writing. -12- To the Company: Bausch & Lomb Incorporated One Bausch & Lomb Place Rochester, New York 14604-2701 Attention: ____________ Telephone No.: (716) ___-____ Facsimile No.: (716) ___-____ To the Trustee: Citibank, N.A. _________________________ _________________________ Attention: ___________ Telephone No.: (___) ___-____ Facsimile No.: (___) ___-____ To the Remarketing Dealer: [MorganStanley & Co. Incorporated 1585 Broadway, 3rd Floor New York, New York 10036 Attention: DPG Telephone No.:(212)761-2566 Telecopy No.:(212)761-0580] [[Union Bank of Switzerland Ag, London Branch 100 Liverpool Street London EC2M 2RH England Facsimile No: ____________]] -13- [[[J.P.Morgan Securities Inc. 60 Wall Street New York, New York 10260 Attention: Syndicate Department Facsimile No.: (212) 648-5909]]] If to the Calculation Agent: [[Warbur Dillon Read LLC 677 Washington Street Stamford, CT 06912 Attn: Syndicate Dept. Facsimile No.: (203) 719-1088]] Any notice hereunder given by telecopy or telex shall be deemed to have been given when transmitted. Any notice hereunder given by letter shall be deemed to have been given five business days after mailing such notice. SECTION 11. Benefit of Agreement. Except as provided herein, this Agreement is solely for the benefit of the parties hereto and their successors and assigns, and no other person shall acquire or have any rights under or by virtue hereof. The terms "SUCCESSORS" and "ASSIGNS" shall not include any purchasers of any Notes merely because of such purchase. SECTION 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements entered into and performed in such State. -14- SECTION 13. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever. SECTION 14. Counterparts. This Agreement may be executed in several counterparts,each of which shall be regarded as an original and all of which shall constitute one and the same instrument. SECTION 15. Amendments. This Agreement may be amended by any instrument in writing executed and delivered by each of the parties hereto. IN WITNESS WHEREOF, this Agreement has been entered into as of the day of July __, 1998. BAUSCH &LOMB INCORPORATED By:____________________________ Name: Title: [MORGAN STANLEY & CO. INCORPORATED] [[WARBURG DILLON READ LLC, AS CALCULATION AGENT]] [[[J.P. MORGAN SECURITIES INC.]]] By:______________________________ Name: Title: UNION BANK OF SWITZERLAND AG, LONDON BRANCH By:_______________________________ Name: Title: EX-3 4 EXHIBIT 3.1 SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 This SUPPLEMENTAL INDENTURE, dated as of May 13, 1998, is made by and between Bausch & Lomb Incorporated, a corporation duly organized and existing under the laws of the State of New York (the "Company"), and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the "Trustee"). WHEREAS, the Company and the Trustee are parties to an indenture dated as of September 1, 1991 (the "Indenture"), pursuant to which the Company may issue from time to time its notes or other evidences of indebtedness (the "Securities"), in one or more series as the Indenture provided. WHEREAS, Section 901(5) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of the holders to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding (the "Supplemental Indenture"). NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities. ARTICLE ONE Section 101. Section 501(5) of the Indenture is hereby amended to change the cross-default provision to raise the default threshold from $10 million to $20 million, and to increase the cure period from 10 days to 30 days. Section 102. Section 1008 of the Indenture is hereby amended to change the concept of "Consolidated Net Tangible Assets" to "Consolidated Net Worth" as follows: The concept of "Consolidated Net Tangible Assets" shall be changed to "Consolidated Net Worth", which latter term shall be defined as the total consolidated shareholders' equity, less the consolidated translation adjustment portion of equity, as set forth in the most recent available consolidated -2- balance sheet of the company, prepared in accordance with GAAP. Further, the triggering threshold contained in this Section 1008 with respect to Consolidated Net Worth shall be raised from 10% to 15%. Section 103. The Supplemental Indenture shall not (A) apply to any Security of any series created prior to the execution of the Supplemental Indenture nor shall it (B) modify the rights of the Holder of any such Security with respect to Sections 501(5) or 1008 of the Indenture. Without limiting the generality of the foregoing, the Supplemental Indenture shall not apply to any of the following Securities of the Company: 5.95% Medium Term Notes due September 8, 2003 6.56% Medium Term Notes due August 12, 2026 or 2001 6.75% Notes due December 15, 2004 MISCELLANEOUS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Supplemental Indenture shall be effective upon the signing by all parties named hereto. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. -3- IN WITNESS WHEREOF, the undersigned have executed this Supplemental Indenture as of the date first above written. (Seal) BAUSCH & LOMB INCORPORATED By: /s/ Alan H. Resnick ------------------- Alan H. Resnick Vice President & Treasurer Attest. By: /s/ Jean F. Geisel ------------------ Jean F. Geisel Secretary CITIBANK, N.A. By: /s/ F. Mills --------------- F. Mills Attest. Senior Trust Officer /s/_______ -4- STATE OF NEW YORK COUNTY OF MONROE On the 21 st day of May, 1998, before me personally came Alan H. Resnick, to me known, who, being by me duly sworn, did depose and sav that he is Vice President and Treasurer of Bausch & Lomb Incorporated, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. Notary Public STATE OF NEW YORK COUNTY OF NEW YORK On the 26 th day of May personally came F. Mills to me known, who, being by me duly sworn, did depose and say that he/she is Senior Trust Officer of Citibank, N.A., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like authority. Notary Public EX-3 5 EXHIBIT 3.2 SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE No. 2, dated July 29, 1998, between BAUSCH & LOMB INCORPORATED, a duly organized corporation and existing under laws of the State of New York (herein referred to as the "Company") having its principal office at One Lincoln First Square, Rochester, New York 14601-0054 and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee"), 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 A-6 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 A-7 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, Morgan Stanley & 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 Morgan Stanley & 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 Morgan Stanley & 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 Moody's 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 Moody's. 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. A-13 MANDATORY REPURCHASE 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 Moody's 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 Moody's. 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. B-12 MANDATORY REPURCHASE 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 C-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. C-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 C-4 (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 C-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, 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 C-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". C-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. C-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, 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 J.P. Morgan 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 J.P. Morgan Securities Inc. (the "Remarketing Dealer") will enter into a Remarketing Agreement (a C-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 C-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 Moody's 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 Moody's. 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. C-12 MANDATORY REPURCHASE 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 C-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. C-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. C-15 -----END PRIVACY-ENHANCED MESSAGE-----