Exhibit 4.7
SUPPLEMENTAL INDENTURE No. 3, dated November 21, 2002 (this
"Supplemental Indenture"), between BAUSCH & LOMB INCORPORATED, a corporation
duly organized and existing under the laws of the State of New York (herein
referred to as the "Company", which term includes any successor Person under the
Indenture hereinafter referred to) having its principal office at One Bausch &
Lomb Place, Rochester, New York 14604 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", which term
includes any successor trustee under the Indenture),
RECITALS OF THE COMPANY
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 and Supplemental Indenture No. 2 dated July 29, 1998 (collectively, the
"Indenture") providing for the issuance of debt securities, among other things.
For its lawful corporate purposes, the Company desires to create and
authorize a series of 6.95% Senior Notes in an aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000) and to provide the terms and
conditions upon which the Notes (as defined herein) are to be executed,
registered, authenticated, issued and delivered. The Company has duly authorized
the execution and delivery of this Supplemental Indenture as provided in Article
Two and Section 901 of the Indenture.
The 6.95% Senior Notes and the certificates of authentication to be
borne by the Notes are to be substantially in the form of the Note, attached as
Exhibit A hereto.
All acts and things necessary to make the 6.95% Senior Notes, when
executed by the Company and authenticated and delivered by or on behalf of the
Trustee as set forth in the Indenture as supplemented by this Supplemental
Indenture, the valid, binding and legal obligations of the Company, have been
done.
NOW, THEREFORE, WITNESSETH:
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, it is mutually agreed, for the equal and proportionate benefit of the
respective holders from time to time of the Notes, as follows:
1. SUPPLEMENTAL INDENTURE. This Supplemental Indenture supplements the
Indenture as set forth herein. Except as expressly supplemented by this
Supplemental Indenture, 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. All capitalized terms not otherwise defined in this
Supplemental Indenture shall have the meaning assigned thereto in the Indenture.
2. CREATION AND AUTHORIZATION OF NOTES. There is hereby created and
authorized under the Indenture a series of debt securities in the form of fixed
rate promissory notes entitled the "6.95% Senior Notes Due 2007." The series of
6.95% Senior Notes authorized and to be issued under this Supplemental Indenture
is limited to $150,000,000 aggregate principal amount, in substantially the form
attached hereto as Exhibit A with such changes as
may be agreed to by the Company and the Trustee (the "Notes"). The execution of
the Notes by the Company and the authentication of the Notes by the Trustee
shall be definitive evidence of the approval of any such changes. The Notes
shall be issued initially as a Global Security as provided in the Indenture.
Notes may be authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes as provided therein and in Sections
3.04, 3.05 or 3.06 of the Indenture.
3. MISCELLANEOUS.
(a) 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.
(b) 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.
(c) This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York as provided in
Section 112 of the Indenture.
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: Alan H. Resnick
Title: Vice President and Treasurer
[CORPORATE SEAL]
ATTEST:
By:____________________________
Name: Jean F. Geisel
Title: Secretary
CITIBANK, N.A., AS TRUSTEE
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
[CORPORATE SEAL]
ATTEST:
______________________________
Name:
Title:
[FACE OF NOTE] EXHIBIT A
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration or transfer of, or in exchange for
or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.
CUSIP NO.: PRINCIPAL AMOUNT: $150,000,000
REGISTERED NO.
BAUSCH & LOMB INCORPORATED
6.95% SENIOR NOTE DUE 2007
INTEREST RATE PER ANNUM: MATURITY DATE: November ISSUE PRICE: 99.853% (as
From and including 15, 2007. a percentage of principal
November 21, 2002 to the amount)
Maturity Date, 6.95%.
INTEREST PAYMENT DATES: REDEMPTION BY THE COMPANY:
May 15 and November 15 The Notes are subject to
of each year, commencing redemption by the Company
May 15, 2003. prior to maturity as described
on the reverse of this Note.
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", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of U.S. $150,000,000 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 as 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 Security is
registered at the close of business on the fifteenth calendar day next preceding
such Interest Payment Date (each such date a "Record Date").
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 Security
register.
Additional provisions of this Security 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 Security 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.
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: November 21, 2002
BAUSCH & LOMB INCORPORATED
By:_________________________________
Name: Alan H. Resnick
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated 6.95% Senior Notes
Due 2007 as described in the
within-mentioned Indenture.
CITIBANK, N.A.
as Trustee
By: _________________________
Authorized Officer
(REVERSE OF NOTE)
BAUSCH & LOMB INCORPORATED
6.95% SENIOR NOTE DUE 2007
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 1, 1991, as amended by
Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2
dated July 29, 1998, and Supplemental Indenture No. 3, dated November 21, 2002
(collectively, the "Indenture"), between the Company and Citibank, N.A., as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $150,000,000.
All or a portion of the Securities may be redeemed at our option at any
time or from time to time upon not less than 30 days' notice by mail. The
Redemption Price for the Securities to be redeemed on any Redemption Date will
be equal to the greater of the following amounts:
o 100% of the principal amount of the Securities being redeemed on the
Redemption Date; or
o the sum of the present values of the remaining scheduled payments of
principal and interest on the Securities being redeemed on that Redemption
Date (not including any portion of any payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a semiannual basis
at the Treasury Rate (as defined below), plus 50 basis points, as
determined by the Reference Treasury Dealer (as defined below),
plus, in each case, accrued and unpaid interest on the Securities to the
Redemption Date. Notwithstanding the foregoing, installments of interest on
Securities that are due and payable on
Interest Payment Dates falling on or prior to a Redemption Date will be payable
on the Interest Payment Date to the registered Holders as of the close of
business on the record date immediately preceding the Interest Payment Date. The
Redemption Price will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
The Company will mail notice of any redemption at least 30 days, but
not more than 60 days, before the Redemption Date to each Holder of the
Securities to be redeemed. Once notice of redemption is mailed, the Securities
call for redemption will become due and payable on the Redemption Date and at
the applicable Redemption Price, plus accrued and unpaid interest to the
Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as
a percentage of its principal amount, equal to the Comparable Treasury Price for
such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.
"Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or its
affiliates which are the Primary Treasury Dealer, and its successors; provided,
however, that if Salomon Smith Barney Inc. shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute therefor another Primary Treasury Dealer; and (B) any
other Primary Treasury Dealer(s) selected by the trustee after consultation with
the Company.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal
amount, quoted in writing to the trustee by such Reference Treasury Dealer at
5:00 p.m. (New York City time) on the third business day preceding such
Redemption Date.
On and after the Redemption Date, interest will cease to accrue on the
Securities or any portion of the Securities called for redemption, unless the
Company defaults in the payment of the Redemption Price and accrued interest. On
or before the Redemption Date, the Company will deposit with a Paying Agent (or
the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on that date. If less than all of the
Securities are to be redeemed, the Securities to be redeemed shall be selected
by lot by the Depository Trust Company, in the case of Securities represented by
a Global Security, or by the Trustee by a method the Trustee deems to be fair
and appropriate, in the case of Securities that are not represented by a Global
Security.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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 Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the
Securities of each series at the time outstanding, on behalf of the Holders of
all Securities of such series, 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 Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
This Security is a Global Security and, as provided in Section 305 of
the Indenture shall only be exchangeable pursuant to such Section 305 or
Sections 304, 906 and 1107 of the Indenture for Securities registered in the
name of, and no transfer of this Security may be registered to, any Person other
than the Depositary for such Security or its nominee unless: (1) such Depositary
(A) notifies the Company that it is unwilling or unable to continue as
Depositary for the Security or (B) ceases to be a clearing agency registered
under the Exchange Act; (2) the Company executes and delivers to the Trustee a
Company Order that this Security shall be so exchangeable and the transfer
thereof so registerable; or (3) there shall have occurred and be continuing an
Event of Default with respect to the Securities evidenced by this Security. Upon
the occurrence in respect of this Security of any series of any one or more of
the conditions specified in clauses (1), (2) or (3) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 301 of the
Indenture, this Security may be exchanged for
Securities registered in the names of, and the transfer of this Security may be
registered to, such Persons, (including Persons other than the Depositary with
respect to such series and its nominees) as such Depositary shall direct.
Notwithstanding any other provisions of the Indenture, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, this Security shall also be a Global Security and shall bear
the legend specified in Section 205 except for any Security authenticated and
delivered in exchange for, or upon registration of transfer of, this Security
pursuant to the preceding sentence.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Securities of this series are not subject to a sinking fund and are
not redeemable at the option of the Holders.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth therein.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.